On 25/05/2013,
you requested for the version in force on 25/05/2013
incorporating all amendments published on or before 25/05/2013.
The closest version currently available is that of 14/02/2008.
63A.
—(1) In this Part, unless the context otherwise requires ––
“12% controller”, in relation to a designated gas licensee, designated entity or designated business trust, means a person, not being a 30% controller, who, alone or together with his associates —
(a)
holds 12% or more of the total equity interests in; or
(b)
is in a position to control 12% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
“30% controller”, in relation to a designated gas licensee, designated entity or designated business trust, means a person who, alone or together with his associates —
(a)
holds 30% or more of the total equity interests in; or
(b)
is in a position to control 30% or more of the voting power in,
the designated gas licensee, designated entity or designated business trust;
“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;
“business trust” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A);
“chief executive officer”, in relation to a designated gas licensee, means any person, by whatever name described, who —
(a)
is in the direct employment of, or acting for or by arrangement with, the designated gas licensee; and
(b)
is principally responsible for the management and conduct of any type of business of the designated gas licensee,
and includes any person for the time being performing any or all of the functions or duties of a chief executive officer;
“company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“corporation” has the same meaning as in section 4(1) of the Companies Act;
“designated business trust” means a business trust that is established wholly or partly in respect of a gas pipeline network (or any part thereof) and which has been declared by the Authority, by notification in the Gazette, to be a designated business trust for the purposes of this Part;
“designated entity” means an entity, not being a designated gas licensee, which owns a gas pipeline network (or any part thereof) and which has been declared by the Authority, by notification in the Gazette, to be a designated entity for the purposes of this Part;
“designated gas licensee” means a gas transporter or a gas transport agent;
“entity” includes a corporation and a limited liability partnership;
“equity interest” means —
(a)
in relation to a body corporate, a voting share in that body corporate;
(b)
in relation to an entity other than a body corporate, any right or interest, whether legal or equitable, in that entity, by whatever name called, which gives the holder of that right or interest voting power in that entity; and
(c)
in relation to a business trust, a unit in that business trust;
“indirect controller”, in relation to a designated gas licensee, designated entity or designated business trust, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the designated gas licensee, designated entity or designated business trust —
(a)
in accordance with whose directions, instructions or wishes the directors or other officers of the licensee, the entity or the trustee-manager of the business trust, as the case may be, are accustomed or under an obligation, whether formal or informal, to act; or
(b)
who is in a position to determine the policy of the licensee, the entity or the trustee-manager of the business trust,
but does not include —
(i)
in the case of the licensee, any person who is a director or other officer of the licensee and whose appointment as such has been approved by the Authority under section 63H; or
(ii)
any person in accordance with whose directions, instructions or wishes the directors or other officers of the licensee, the entity or the trustee-manager of the business trust, as the case may be, are accustomed to act by reason only that they act on advice given by him in his professional capacity;
“limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act (Cap. 163A);
“related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation under section 6 of the Companies Act (Cap. 50);
“share” has the same meaning as in section 4(1) of the Companies Act;
“substantial equity interest holder” means —
(a)
in relation to a company, a substantial shareholder of that company;
(b)
in relation to an entity other than a company, a person who has an interest or interests in equity interests in that entity representing 5% or more of the total voting rights of all the persons who hold equity interests in that entity; and
(c)
in relation to a business trust, a person who has an interest or interests in units in that business trust representing 5% or more of the total voting rights of all the unitholders of the business trust;
“substantial shareholder” has the same meaning as in section 81 of the Companies Act (Cap. 50);
“treasury share” has the same meaning as in section 4(1) of the Companies Act;
“trustee-manager” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A);
“unit” has the same meaning as in section 2 of the Business Trusts Act;
“unitholder” has the same meaning as in section 2 of the Business Trusts Act;
“voting share” has the same meaning as in section 4(1) of the Companies Act but does not include a treasury share;
“written law” means the Companies Act or the Business Trusts Act.
(2) In this Part, a person holds an equity interest if —
(a)
he is deemed to have an interest in that equity interest in accordance with subsection (3); or
(b)
he otherwise has a legal or an equitable interest in that equity interest except for such interest as is to be disregarded in accordance with subsection (3).
(3) In determining whether —
(a)
a person is deemed to have an interest in an equity interest; or
(b)
any interest is to be disregarded,
section 7(6) to (10) of the Companies Act (Cap. 50) shall apply as if the reference to a share in those provisions of that section is a reference to an equity interest.
(4) A reference in this Part to the control of a percentage of the voting power in a designated gas licensee, designated entity or designated business trust is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the designated gas licensee, designated entity or designated business trust.
(5) In this Part, a person, A, is an associate of another person, B, if —
(a)
A is the spouse, or a parent, step-parent or remoter lineal ancestor, or a son, step-son, daughter, step-daughter or remoter issue, or a brother or sister, of B;
(b)
A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or, where B is a corporation, of the directors of B;
(c)
B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
(d)
A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;
(e)
B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;
(f)
A is a related corporation of B;
(g)
A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (f), is in a position to control not less than 20% of the voting power in A;
(h)
B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (f), is in a position to control not less than 20% of the voting power in B; or
(i)
A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of equity interests or other interests in, or with respect to the exercise of their voting power in relation to, a designated gas licensee, designated entity or designated business trust.