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PCC Clarificatory Note No. 19-001 (08 January 2019)

Coverage on Compulsory Notification in Land Acquisition

A land acquisition not for the purpose of obtaining control by one (1) or more entities through contract or other means is not subject to the compulsory notification requirement. A land acquisition is not for the purpose of obtaining control when the following requisites are present:

  1. The acquiring entity will not obtain control over the acquired entity; or
  2. The acquiring entity will not obtain control over a part of an acquired entity:
    1. The land does not contain improvements that constitute an operating segment1 which will result in a horizontal or vertical relationship between the Notifying Group of the acquiring and the acquired; and
    2. The land does not contain improvements considered as an essential facility2

Acquisition of Control

The acquiring entity is presumed to have acquired control over the acquired entity if the seller is engaged in a real estate business and the acquiring entity will be in a position to replace, or substantially replace, the acquired entity in the business or in part of the relevant business or allow an acquirer to build up market presence or develop market access within a reasonably short period of time

1 An operating segment refers to a component of an entity that engages in business activities from which it earns or may earn revenues and incur expenses irrespective of whether it is organized as a separate legal entity or not.

2 An essential facility is one that cannot be duplicated in a practicable manner by competitors or it is indispensable to carrying on another person’s business because there is no actual or potential substitute in existence

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