118. The Business Trusts Act (Cap. 31A) is amended —
by deleting the definition of “substantial unitholder” in section 2;
by inserting, immediately after subsection (17) of section 13, the following subsection:
“(18) Subsections (8) to (15) shall not apply in respect of a registered business trust —
all or any of the units of which are listed for quotation on the official list of a securities exchange; and
by deleting the heading of Part VI and substituting the following heading:
“CIVIL LIABILITY AND TAKE-OVERS”;
by inserting, immediately after section 40, the following section:
“Power to acquire units of unitholders dissenting from arrangement or contract approved by 90% majority
—(1) Where an arrangement or a contract involving the transfer of all of the units, or all of the units in any particular class, in a business trust (referred to in this section as the subject trust) to —
the trustee of another trust (including the trustee-manager of another business trust and the trustee of a real estate investment trust); or
referred to in this section as the transferee has, within 4 months after the making of the offer in that behalf by the transferee, been approved as to the units or as to each class of units whose transfer is involved by the holders of not less than 90% of the total number of those units or of the units of that class (other than units already held at the date of the offer by the transferee), the transferee may, at any time within 2 months after the offer has been so approved, give notice in the prescribed manner to any dissenting unitholder that it desires to acquire his units.
(2) When a notice referred to in subsection (1) is given, the transferee shall, unless on an application made by a dissenting unitholder within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting unitholder under subsection (3) (whichever is the later) a court thinks fit to order otherwise, be entitled and bound to acquire those units —
on the terms which under the arrangement or contract the units of the approving unitholders are to be transferred to the transferee; or
if the offer contained 2 or more alternative sets of terms, on the terms which were specified in the offer as being applicable to dissenting unitholders.
(3) Where a transferee has given notice to any dissenting unitholder of the subject trust that it desires to acquire his units, the dissenting unitholder shall be entitled to require the transferee by a demand in writing served on the transferee, within one month from the date on which the notice was given, to supply him with a statement in writing of the names and addresses of all other dissenting unitholders as shown in the register of unitholders of the subject trust; and the transferee shall not be entitled or bound to acquire the units of the dissenting unitholders until 14 days after the posting of the statement of such names and addresses to the dissenting unitholder.
(4) Where, in pursuance of any such arrangement or contract, units in the subject trust are transferred to a transferee or its nominee and those units together with any other units in the subject trust held by the transferee at the date of the transfer comprise or include 90% of the total number of the units in the subject trust or of any class of those units, then —
the transferee shall within one month from the date of the transfer (unless on a previous transfer pursuant to the arrangement or contract it has already complied with this requirement) give notice of that fact in the prescribed manner to the holders of the remaining units in, or of the remaining units of that class of units in, the subject trust who have not assented to the arrangement or contract; and
any such holder may within 3 months from receiving the notice require the transferee to acquire his units.
(5) Where a unitholder has given notice under subsection (4)(b) with respect to any units, the transferee shall be entitled and bound to acquire those units —
on the terms on which under the arrangement or contract the units of the approving unitholders were transferred to it; or
on such other terms as are agreed or as the court on the application of either the transferee or the unitholder thinks fit to order.
(6) Where a notice has been given by the transferee under subsection (1) and a court has not, on an application made by the dissenting unitholder, ordered to the contrary, the transferee shall —
after the expiration of one month after the date on which the notice has been given;
after 14 days after a statement has been supplied to a dissenting unitholder under subsection (3); or
if an application to the court by the dissenting unitholder is then pending, after that application has been disposed of,
transmit a copy of the notice to the trustee of the subject trust together with an instrument of transfer executed on behalf of the unitholder by any person appointed by the transferee and on its own behalf by the transferee, and pay, allot or transfer to the trustee of the subject trust the amount or other consideration representing the price payable by the transferee for the units which by virtue of this section the transferee is entitled to acquire, and the trustee of the subject trust shall thereupon register the transferee as the holder of those units.
(7) Any sums received by the trustee of the subject trust under this section shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that trustee in trust for the several persons who had held the units in respect of which they were respectively received.
(8) Where any consideration other than cash is held in trust by the trustee of the subject trust for any person under this section, the trustee may, after the expiration of 2 years from, and shall, before the expiration of 10 years from, the date on which such consideration was allotted or transferred to him, transfer such consideration to the Official Receiver.
(9) The Official Receiver shall sell or dispose of any consideration so received in such manner as he thinks fit and shall deal with the proceeds of such sale or disposal as if it were moneys paid to him pursuant to section 49.
(10) In determining the units in the subject trust already held by the transferee at the date of the offer under subsection (1) or the percentage of the total number of units in the subject trust or of any class of those units held by the transferee under subsection (4), units held or acquired —
by a nominee on behalf of the transferee;
where the transferee is a corporation, by its related corporation or by a nominee of the related corporation;
where the transferee is the trustee-manager of a business trust or the trustee of a real estate investment trust —
by a person who controls more than 50% of the voting power in the business trust or real estate investment trust, or by a nominee of that person;
by the trustee-manager of the business trust on its own account, or by the manager for the real estate investment trust, or by a nominee of the trustee-manager or manager; or
by a related corporation of the trustee-manager for the business trust or the manager for the real estate investment trust or by a nominee of that related corporation; or
where the transferee is the trustee of a trust that is not a business trust or a real estate investment trust, by a related corporation of the trustee (being a corporation) or by a nominee of that related corporation,
shall be treated as held or acquired by the transferee.
(11) For the avoidance of doubt, in this section —
a reference to a transferee (being the trustee of a trust) holding, acquiring or contracting to acquire units in another trust is a reference to his doing any of these as trustee of the first-mentioned trust; and
a reference to a transfer of units of a trust to a transferee (being the trustee of another trust) is a reference to such transfer of units to him as trustee of that other trust.
(12) The reference in subsection (1) to units already held by the transferee —
includes a reference to units which the transferee has contracted to acquire; but
excludes units which are the subject of a contract binding the holder thereof to accept the offer when it is made, being a contract entered into by the holder for no consideration and under seal or for no consideration other than a promise by the transferee to make the offer.
(13) Where, during the period within which an offer for the transfer of units to the transferee can be approved, the transferee acquires or contracts to acquire any of the units whose transfer is involved but otherwise than by virtue of the approval of the offer, then the transferee may be treated for the purposes of this section as having acquired or contracted to acquire those units by virtue of the approval of the offer if, and only if —
the consideration for which the units are acquired or contracted to be acquired (referred to in this subsection as the acquisition consideration) does not at that time exceed the consideration specified in the terms of the offer; or
those terms are subsequently revised so that when the revision is announced the acquisition consideration, at the time referred to in paragraph (a), no longer exceeds the consideration specified in those terms.
(14) In this section —
“dissenting unitholder” includes a unitholder who has not assented to the arrangement or contract and any unitholder who has failed or refused to transfer his units to the transferee in accordance with the arrangement or contract;
“real estate investment trust” means a collective investment scheme that is —
a trust that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes and all or any of the units of which are listed for quotation on a securities exchange.”; and
by inserting, immediately after subsection (3) of section 69, the following subsection:
“(4) The trustee-manager of a registered business trust is not by reason of anything done under Subdivision (1) of Division 2 of Part VII of the Securities and Futures Act (Cap. 289) —
to be taken for any purpose to have notice of; or
to be put upon inquiry as to,
a right of a person to or in relation to a unit in the registered business trust for the purposes of this section.”.