Securities and Futures (Offers of Investments) (Exemption for Offers of Post-seasoning Debentures) Regulations 2016

No. S 224

Securities and Futures Act

(CHAPTER 289)

Securities and Futures (Offers of Investments)
(Exemption for Offers of Post-seasoning
Debentures) Regulations 2016

In exercise of the powers conferred by section 337(1) of the Securities and Futures Act, the Monetary Authority of Singapore makes the following Regulations:

Citation and commencement

1. These Regulations are the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-seasoning Debentures) Regulations 2016 and come into operation on 19 May 2016.

Definitions

2.—(1) In these Regulations —

“annual consolidated financial statements”, in relation to an entity, a business trust or a REIT, means the consolidated financial statements covering a financial year of the entity, business trust or REIT;

“BT offer” means an offer of debentures by a trustee‑manager of a business trust, on behalf of the business trust;

“business trust” means a business trust registered under section 4 of the Business Trusts Act (Cap. 31A) or recognised under section 282TA of the Act;

“equity interest”, in relation to an entity, means any right or interest (whether legal or equitable) in the entity, by whatever name called, and includes any option to acquire any such right or interest in the entity;

“financial statements”, in relation to an entity, a business trust or a REIT, means profit and loss statements, balance‑sheets and cash flow statements, and includes any attached notes and schedules which are required by the accounting standards adopted by the entity or for the business trust or REIT, to be included in its financial statements;

“guaranteed debenture issue” means an issue of debentures the obligations under which are unconditionally and irrevocably guaranteed by an entity that wholly owns the entity that issues the debentures;

“guarantor entity”, in relation to a guaranteed debenture issue, means the entity that guarantees the obligations under the debentures mentioned in the definition of “guaranteed debenture issue”;

“manager”, in relation to a REIT, means the responsible person for the REIT;

“market day”, in relation to an offer of debentures other than a BT offer or REIT offer, means a day the securities exchange or recognised securities exchange, being one on which are listed —

(a)	the shares of the offeror entity; or
(b)	if the debentures are to be the subject of a guaranteed debenture issue, the shares of either the offeror entity or the guarantor entity,

is open for trading in securities;

“market day”, in relation to a BT offer or REIT offer, means a day the securities exchange or recognised securities exchange on which are listed the units of the business trust or REIT, is open for trading in securities;

“offeror entity”, in relation to an offer of debentures other than a BT offer or REIT offer, means the entity that makes the offer of those debentures;

“post‑seasoning debenture” means a debenture to be issued by an entity, a trustee‑manager of a business trust on behalf of the business trust, or a trustee of a REIT on behalf of the REIT, and is, or is to be, uniform in all respects with seasoned debentures previously issued by the same entity, the same trustee‑manager on behalf of the same business trust, or the same trustee on behalf of the same REIT, except with respect to price, original tenure, size and date of issue;

“published” includes published in a prospectus, in an annual report or through the electronic network operated by a securities exchange or recognised securities exchange;

“REIT” means a collective investment scheme —

(a)

that is a trust;

(b)

that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investments; and

(c)

that is —

(i)	authorised under section 286 of the Act; or
(ii)	recognised under section 287 of the Act;

“REIT offer” means an offer of debentures by a manager of a REIT, on behalf of the REIT;

“relevant person” has the same meaning as in section 275(2) of the Act;

“retail investor” means a person other than an institutional investor or a relevant person;

“seasoned debenture” means a debenture which —

(a)

was issued pursuant to an offer made in reliance on an exemption under section 274 or 275 of the Act;

(b)

was part of an issue of debentures the size of which was not less than $150 million (or its equivalent in a foreign currency);

(c)

is listed for quotation on a securities exchange;

(d)

is made available for trading by investors (including retail investors) on the securities exchange pursuant to the listing rules of the securities exchange and only after its seasoning period;

(e)

has a fixed term that does not exceed 10 years;

(f)

provides for repayment of the principal sum at the end of the fixed term;

(g)

has periodic interest payments which cannot be deferred;

(h)

carries a fixed rate of interest, or a floating rate of interest comprising a reference rate and a fixed spread which cannot be decreased (the sum of which must not be less than zero);

(i)

is not convertible into or exchangeable for other securities, equity interests or property, nor attached with options, warrants or similar rights to subscribe for or purchase other securities, equity interests or property;

(j)

is not redeemable before the end of the fixed term except —

(i)	in any of the circumstances in paragraph (2), if the offer is not a BT offer or REIT offer; or
(ii)	in any of the circumstances in paragraph (3), if the offer is a BT offer or REIT offer;

(k)

is not an asset‑backed security within the meaning of section 262 of the Act, or a structured note;

(l)

is not subordinated to —

(i)	in the case of a BT offer, any other debt obligation of the business trust;
(ii)	in the case of a REIT offer, any other debt obligation of the REIT; or
(iii)	in the case of any other offer, any other debt obligation of the offeror entity, or (if the debenture is to be the subject of a guaranteed debenture issue) any other debt obligation of the offeror entity or the guarantor entity; and

(m)

cannot be written off, whether in whole or in part, except with the approval of a minimum percentage of holders of debentures of the same issue as that debenture, as specified in the debenture;

“seasoning period”, in relation to a seasoned debenture, means the period of 6 months after the date the debenture is listed for quotation on a securities exchange;

“single purpose vehicle” means an entity that is established solely in order to, or a trust that is established solely in order for its trustee to, do either or both of the following:

(a)	act as counterparty to arrangements involving the use of derivatives to create exposure to assets from which payments to the holders of any structured notes are or will be primarily derived;
(b)	issue any structured notes;

“structured note” means any debenture or unit of debenture —

(a)

which is issued —

(i)	in relation to a synthetic securitisation transaction; or
(ii)	by any bank licensed under the Banking Act (Cap. 19); and

(b)

for which either or both of the following apply:

(i)

the principal sum or any interest is, or both of these are, payable in accordance with a formula that is based on one or more of the following:

(A)	the performance of any type of securities, equity interest, commodity or index, or a basket of 2 or more types of securities, equity interests, commodities or indices;
(B)	the credit risk or performance of any entity or a basket of entities;
(C)	the movement of interest rates or currency exchange rates;

(ii)

one or more of the underlying securities, equity interests, commodities, or currencies are to be physically delivered in accordance with a formula that is based on one or more of the matters mentioned in sub‑paragraph (i)(A), (B) and (C);

“synthetic securitisation transaction” means an arrangement involving the use of derivatives to create or replicate exposure to assets that are not transferred to, or are not a part of an asset pool held by, a single purpose vehicle.

(2) For the purposes of paragraph (j)(i) of the definition of “seasoned debenture” in paragraph (1), the circumstances are —

(a)

the debenture becomes redeemable when the offeror entity or (if the debenture is to be the subject of a guaranteed debenture issue) either the offeror entity or the guarantor entity, incurs or will incur additional taxes, duties or government charges imposed, levied, collected, withheld or assessed by any authority of any country or territory in relation to the debenture, due to —

(i)	a change in a law, regulation, ruling, treaty or administrative pronouncement; or
(ii)	a change in the application or interpretation of any of the matters mentioned in sub‑paragraph (i),

and the redemption is for an amount that is at least equal to the sum of the principal amount at par and accrued interest;

(b)

the redemption of the debenture is for an amount equal to the sum of the accrued interest and the greater of —

(i)	the principal amount at par; and
(ii)	a make‑whole amount determined by discounting the principal amount and all remaining interest payments at a discount rate comprising a reference rate and a fixed spread specified in the debenture; or

(c)

the debenture becomes redeemable upon the exercise of an option by the holder upon the occurrence of any of the following:

(i)	there is a change of control of, or a change of interests in, the offeror entity, or (if the debenture is to be the subject of a guaranteed debenture issue) a change of control of, or a change of interests in, either the offeror entity or the guarantor entity;
(ii)	the shares in the offeror entity or (if the debenture is to be the subject of a guaranteed debenture issue) either the offeror entity or the guarantor entity cease to be listed or traded on a securities exchange or overseas securities exchange;
(iii)	trading in the shares in the offeror entity or (if the debenture is to be the subject of a guaranteed debenture issue) either the offeror entity or the guarantor entity on a securities exchange or overseas securities exchange is suspended for a continuous period which is longer than the period specified in the debenture.

(3) For the purposes of paragraph (j)(ii) of the definition of “seasoned debenture” in paragraph (1), the circumstances are —

(a)

the debenture becomes redeemable when the business trust or REIT incurs or will incur additional taxes, duties or government charges imposed, levied, collected, withheld or assessed by any authority of any country or territory in relation to the debenture, due to —

(i)	a change in a law, regulation, ruling, treaty, or administrative pronouncement; or
(ii)	a change in the application or interpretation of any of the matters mentioned in sub‑paragraph (i),

and the redemption is for an amount that is at least equal to the sum of the principal amount at par and accrued interest;

(b)

the redemption of the debenture is for an amount equal to the sum of the accrued interest and the greater of —

(i)	the principal amount at par; and
(ii)	a make‑whole amount determined by discounting the principal amount and all remaining interest payments at a discount rate comprising a reference rate and a fixed spread specified in the debenture; or

(c)

the debenture becomes redeemable upon the exercise of an option by the holder upon the occurrence of any of the following:

(i)	there is a change of control of, or a change of interests in, the business trust or REIT;
(ii)	the units in the business trust or REIT cease to be listed or traded on a securities exchange or overseas securities exchange;
(iii)	trading in units in the business trust or REIT on a securities exchange or overseas securities exchange is suspended for a continuous period which is longer than the period specified in the debenture.

(4) In paragraph (2)(c) —

(a)

a change of control of an entity occurs where —

(i)	any person acquires, or persons acting together acquire, control of the entity; or
(ii)	the entity consolidates or merges with another entity, or sells or transfers all or substantially all of its assets to any other person, resulting in any other person or persons (not previously having control of the entity) having control of the entity or an entity that succeeds or replaces the entity; and

(b)

a change of interests in an entity occurs where —

(i)	any person acquires, or persons acting together acquire, a percentage specified in the debenture of the issued equity interest in the entity;
(ii)	any person specified in the debenture, whether acting alone or together with other persons, acquires a percentage specified in the debenture of the issued equity interest in the entity; or
(iii)	any person specified in the debenture ceases to own a percentage specified in the debenture of the issued equity interest in the entity.

(5) In paragraph (3)(c) —

(a)

a change of control of a business trust or REIT occurs where —

(i)

any person acquires, or persons acting together acquire, control of the business trust or its trustee‑manager, or the REIT or its manager; or

(ii)

the business trust or REIT consolidates or merges with another business trust or REIT, or all or substantially all of its assets are sold or transferred to any other person, resulting in any other person or persons (not previously having control of the business trust or REIT) having control of the business trust or REIT, or any business trust or REIT that succeeds or replaces the business trust or REIT;

(b)

a change of interests in a business trust or REIT occurs where —

(i)	any person acquires, or persons acting together acquire, a percentage specified in the debenture of the issued units in the business trust or REIT, or of the issued equity interest in the trustee‑manager of the business trust or the manager of the REIT;
(ii)	any person specified in the debenture, whether acting alone or together with other persons, acquires a percentage specified in the debenture of the issued units in the business trust or REIT, or of the issued equity interest in the trustee‑manager of the business trust or the manager of the REIT; or
(iii)	any person specified in the debenture ceases to own a percentage specified in the debenture of the issued units in the business trust or REIT, or of the issued equity interest in the trustee‑manager of the business trust or the manager of the REIT.

(6) In these Regulations, an entity wholly owns another entity if it beneficially owns all the equity interests in that other entity.

(7) For the purpose of paragraph (6), if —

(a)	an entity (called in this paragraph the 1st entity) beneficially owns (including by reason of one or more applications of this paragraph) all the equity interests in another entity (called in this paragraph the 2nd entity); and
(b)	the 2nd entity beneficially owns all the equity interests in another entity (called in this paragraph the 3rd entity),

then the 1st entity is taken to beneficially own all the equity interests in the 3rd entity.

(8) Any word or expression used in these Regulations which is defined in section 239 of the Act has the meaning given to it in that section.

Meaning of “subsidiary entity of another entity”

3.—(1) In these Regulations, an entity (called in this regulation the 1st entity) is treated as a subsidiary entity of another entity (called in this regulation the holding entity), if —

(a)

the holding entity —

(i)	controls the composition of the board of directors or its equivalent (called in this regulation the board) of the 1st entity; or
(ii)	controls more than half of the voting power of the 1st entity; or

(b)

the 1st entity is a subsidiary entity of another entity which is a subsidiary entity of the holding entity.

(2) For the purposes of paragraph (1)(a)(i), the holding entity is treated as having control of the composition of the 1st entity’s board if the holding entity has the power to appoint or remove all or a majority of the directors (or their equivalent) of the board without the consent or concurrence of any other person.

(3) The holding entity mentioned in paragraph (2) is treated as having the power mentioned in that paragraph if —

(a)	a person cannot be appointed as a director or equivalent of the 1st entity’s board without the exercise in his or her favour by the holding entity of that power; or
(b)	a person’s appointment as a director or equivalent of the 1st entity’s board follows necessarily from his or her being a director or other officer, or the equivalent of a director or other officer, of the holding entity.

(4) In determining whether an entity is a subsidiary entity of another entity under paragraph (1) —

(a)

any power exercisable over the 1st entity by the other entity in a fiduciary capacity is not to be treated as exercisable by the other entity;

(b)

subject to sub‑paragraphs (c) and (d), any power exercisable over the 1st entity —

(i)	by a nominee for the other entity (except where the other entity is concerned only in a fiduciary capacity); or
(ii)	by a subsidiary entity of the other entity or a nominee for the subsidiary entity (except where the subsidiary entity is concerned only in a fiduciary capacity),

is to be treated as exercisable over the 1st entity by the other entity;

(c)

any power exercisable over the 1st entity by any person by reason of the provisions of any debentures of the 1st entity or of a trust deed for securing any issue of such debentures is to be disregarded; and

(d)

any power exercisable over the 1st entity by, or by a nominee for, the other entity or its subsidiary entity (not being power exercisable over the 1st entity as mentioned in sub‑paragraph (c)) is not to be treated as exercisable by the other entity if —

(i)	the ordinary business of the other entity or its subsidiary entity (as the case may be) includes the lending of money; and
(ii)	the power is exercisable only as security for the purposes of a transaction entered into in the ordinary course of that business.

(5) For the purposes of these Regulations, an entity is not to be treated as a subsidiary entity of another entity, being the Depository mentioned in section 5(5) of the Companies Act (Cap. 50), by reason only of the shares that the Depository holds in that entity as a bare trustee.

Meaning of “subsidiary entity of business trust or REIT”

4.—(1) In these Regulations, an entity is treated as a subsidiary entity of a business trust or REIT, if —

(a)

the trustee‑manager of the business trust or the manager of the REIT (acting in such capacity) —

(i)	controls the composition of the board of directors or its equivalent (called in this regulation the board) of the entity; or
(ii)	controls more than half of the voting power of the entity; or

(b)

the entity is a subsidiary entity of another entity which is a subsidiary entity of the business trust or REIT.

(2) For the purposes of paragraph (1)(a)(i), the trustee‑manager of the business trust or the manager of the REIT (acting in such capacity) is treated as having control of the composition of the entity’s board if the trustee‑manager or manager has the power to appoint or remove all or a majority of the directors (or their equivalent) of the board without the consent or concurrence of any other person.

(3) The trustee‑manager of the business trust or the manager of the REIT mentioned in paragraph (2) is treated as having the power mentioned in that paragraph if —

(a)	a person cannot be appointed as a director or equivalent of the entity’s board without the exercise in his or her favour by the trustee‑manager or manager of that power; or
(b)	a person’s appointment as a director or equivalent of the entity’s board follows necessarily from his or her being a director or other officer, or the equivalent of a director or other officer, of the trustee‑manager or manager.

(4) In determining whether an entity is a subsidiary entity of a business trust or REIT under paragraph (1) —

(a)

subject to sub‑paragraphs (b) and (c), any power exercisable over the entity by, or by a nominee for, a subsidiary entity of the business trust or REIT (not being a subsidiary entity which is concerned only in a fiduciary capacity) is to be treated as exercisable over the entity by the trustee‑manager of the business trust or the manager of the REIT;

(b)

any power exercisable over the entity by any person by reason of the provisions of any debentures of the entity or of a trust deed for securing any issue of such debentures is to be disregarded; and

(c)

any power exercisable over the entity by, or by a nominee for, the trustee‑manager or manager, or a subsidiary entity of the business trust or REIT (not being power exercisable over the entity as mentioned in sub‑paragraph (b)) is not to be treated as exercisable by the trustee‑manager or manager if —

(i)	the ordinary business of the trustee‑manager, manager or subsidiary entity (as the case may be) includes the lending of money; and
(ii)	the power is exercisable only as security for the purposes of a transaction entered into in the ordinary course of that business.

Exemption of offer of post‑seasoning debentures other than BT or REIT offer

5.—(1) Subject to the conditions in regulation 7, Subdivisions (2) and (3) of Division 1 of Part XIII (but not section 258) of the Act do not apply to an offer of post‑seasoning debentures (not being a BT offer or a REIT offer) to be issued by the offeror entity itself, if —

(a)

either of the following is satisfied:

(i)	at the time of the offer, all or any of the shares in the offeror entity are listed for quotation on a securities exchange or a recognised securities exchange, and traded on the exchange, and for a continuous period of at least 5 years immediately before that time, all or any of those shares were so listed and traded;
(ii)	for a continuous period of at least 5 years immediately before the time of the offer, debentures issued by the offeror entity, or by entities wholly owned by the offeror entity which are unconditionally and irrevocably guaranteed by the offeror entity, and whether or not part of the same issue, were listed for quotation on a securities exchange;

(b)

either of the following is satisfied:

(i)

the market capitalisation of the offeror entity is not less than $1 billion (or its equivalent in a foreign currency) for each of the 180 market days prior to the offer;

(ii)

the offeror entity satisfies both of the following:

(A)	its net assets, as determined from the published audited annual consolidated financial statements for its most recent completed financial year, are not less than $500 million (or its equivalent in a foreign currency);
(B)	its average net assets, as determined from the published audited annual consolidated financial statements for its 3 most recent completed financial years, are not less than $500 million (or its equivalent in a foreign currency); and

(c)

any of the following is satisfied:

(i)

for its 3 most recent completed financial years, the offeror entity —

(A)	has not had, on average, a net loss; and
(B)	has, on average, a positive net cash inflow from its operating activities,

as determined from its published audited annual consolidated financial statements;

(ii)

either the offeror entity has been, or the post‑seasoning debentures have been, awarded a credit rating (whether final or provisional) of not less than any of the following:

(A)	BBB by Fitch Ratings;
(B)	Baa2 by Moody’s Investors Service;
(C)	BBB by Standard & Poor’s Ratings Services,

and such rating remains current at the time of the offer;

(iii)

debentures issued in the period of 5 years immediately before the time of the offer by the offeror entity, or by entities wholly owned by the offeror entity which are unconditionally and irrevocably guaranteed by the offeror entity, satisfy both of the following:

(A)	the total value of all of those debentures that are or were listed for quotation on a securities exchange, as at the date they were issued, was not less than $500 million (or its equivalent in a foreign currency);
(B)	there has not been a default in the repayment of moneys under any of those debentures.

(2) Paragraph (1) applies to an offer of post‑seasoning debentures which are to be the subject of a guaranteed debenture issue, if either —

(a)	all of the requirements in paragraph (1)(a), (b) and (c) are satisfied; or
(b)	all of the requirements in paragraph (1)(a), (b) and (c), modified by replacing each reference to the offeror entity with a reference to the guarantor entity, are satisfied.

(3) For the purposes of sub‑paragraphs (b)(ii) and (c)(i) of paragraph (1), if the offeror entity or (as the case may be) guarantor entity has one or more subsidiary entities, then a reference to the offeror entity or guarantor entity is a reference to all of the following taken as a whole:

(a)	the offeror entity or guarantor entity (as the case may be);
(b)	all of its subsidiary entities.

Exemption of BT or REIT offer

6.—(1) Subject to the conditions specified in regulation 7, Subdivisions (2) and (3) of Division 1 of Part XIII (but not section 258) of the Act do not apply to an offer of post‑seasoning debentures that is a BT offer or a REIT offer if —

(a)

either of the following is satisfied:

(i)	at the time of the offer, all or any of the units in the business trust or REIT are listed for quotation on a securities exchange or a recognised securities exchange, and traded on the exchange, and for a continuous period of at least 5 years immediately before that time, all or any of those units were so listed and traded;
(ii)	for a continuous period of at least 5 years immediately before the time of the offer, debentures issued on behalf of the business trust or REIT (as the case may be), and whether or not part of the same issue, were listed for quotation on a securities exchange;

(b)

either of the following is satisfied:

(i)

the market capitalisation of the business trust or REIT is not less than $1 billion (or its equivalent in a foreign currency) for each of the 180 market days prior to the offer;

(ii)

the business trust or REIT satisfies both of the following:

(A)	its net assets, as determined from the published audited annual consolidated financial statements for its most recent completed financial year, are not less than $500 million (or its equivalent in a foreign currency);
(B)	its average net assets, as determined from the published audited annual consolidated financial statements for its 3 most recent completed financial years, are not less than $500 million (or its equivalent in a foreign currency); and

(c)

any of the following is satisfied:

(i)

for its 3 most recent completed financial years, the business trust or REIT —

(A)	has not had, on average, a net loss; and
(B)	has, on average, a positive net cash inflow from its operating activities,

as determined from its published audited annual consolidated financial statements;

(ii)

either the business trust or REIT has been, or the post‑seasoning debentures have been, awarded a credit rating (whether final or provisional) of not less than any of the following:

(A)	BBB by Fitch Ratings;
(B)	Baa2 by Moody’s Investors Service;
(C)	BBB by Standard & Poor’s Ratings Services,

and such rating remains current at the time of the offer;

(iii)

debentures issued in the period of 5 years immediately before the time of the offer on behalf of the business trust or REIT (as the case may be), satisfy both of the following:

(A)	the total value of all of those debentures that are or were listed for quotation on a securities exchange, as at the date they were issued, was not less than $500 million (or its equivalent in a foreign currency);
(B)	there has not been a default in the repayment of moneys under any of those debentures.

(2) For the purposes of sub‑paragraphs (b)(ii) and (c)(i) of paragraph (1), if the business trust or REIT has one or more subsidiary entities, then a reference to the business trust or REIT is a reference to all of the following taken as a whole:

(a)	the business trust or REIT;
(b)	all of its subsidiary entities.

Conditions of exemption under regulations 5 and 6

7.—(1) An exemption under regulation 5 or 6 is subject to the following conditions:

(a)

the offer of post‑seasoning debentures is made to —

(i)	retail investors only; or
(ii)	retail investors, and either institutional investors or relevant persons or both;

(b)

the debentures are to be listed for quotation on a securities exchange and traded on the securities exchange;

(c)

the total of —

(i)	the value of the post‑seasoning debentures to be issued to retail investors; and
(ii)	the value, as at the date of issue, of post‑seasoning debentures previously issued to retail investors under an offer made in reliance on an exemption under these Regulations, and which relate to the same seasoned debentures as those to which the post‑seasoning debentures mentioned in sub‑paragraph (i) relate,

does not exceed 50% of the total value, as at the date of issue, of those seasoned debentures (excluding debentures issued to the lead manager, arranger and underwriter of the offer of those seasoned debentures for their own accounts);

(d)

at the time the offer of the post‑seasoning debentures is made, the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of the REIT (in the case of a REIT offer), announces or otherwise disseminates to the securities market operated by the securities exchange a product highlights sheet relating to the offer that —

(i)	complies with the requirements in regulation 8; and
(ii)	sets out information that is current at the time of the offer;

(e)

each retail investor is given the product highlights sheet mentioned in sub‑paragraph (d) before the retail investor applies to subscribe for or purchase the debentures.

(2) Where the offer is made using any automated teller machine or other electronic means, paragraph (1)(e) is treated as satisfied if —

(a)

before enabling a retail investor to submit any application to subscribe for or purchase the debentures, the retail investor is informed through the automated teller machine or other electronic means —

(i)	how the retail investor can obtain, or arrange to receive, a copy of the product highlights sheet relating to the offer; and
(ii)	that the retail investor should read the product highlights sheet before submitting the application; and

(b)

the product highlights sheet complies with the requirements in regulation 8, and sets out information that is current at the time of the offer.

Product highlights sheet

8.—(1) The product highlights sheet must contain all the information in the Schedule and be prepared in accordance with the format in that Schedule.

(2) The information (including footnotes and references) to be contained in the product highlights sheet under paragraph (1) —

(a)	must be clearly legible; and
(b)	must be in a font size of at least 10‑point Times New Roman or equivalent.

(3) The product highlights sheet must be —

(a)	where it is not a BT offer or a REIT offer, and the shares of the offeror entity or (if the debentures are to be the subject of a guaranteed debenture issue) either the shares of the offeror entity or the guarantor entity are listed on a securities exchange, not more than 8 pages;
(b)	where it is a BT offer or a REIT offer, and the units of the business trust or REIT are listed on a securities exchange, not more than 8 pages; or
(c)	in all other cases, not more than 12 pages.

(4) For the purposes of paragraph (3) —

(a)	if the product highlights sheet is printed on both sides, each sheet counts as 2 pages; and
(b)	a page must be no more than 297 millimetres in length and 210 millimetres in breadth (A4 paper size).

Exemption of book building activity

9.—(1) Subdivisions (2) and (3) of Division 1 of Part XIII of the Act do not apply to the dissemination to institutional investors and relevant persons of a preliminary document relating to an offer of post‑seasoning debentures if —

(a)

the front page of the document contains statements in bold lettering to the effect that —

(i)	it is a preliminary document and is subject to further amendments and completion;
(ii)	a person to whom a copy of the document is issued must not transfer it to any other person; and
(iii)	no offer or agreement to purchase or subscribe for any debentures may be made on the basis of the document; and

(b)

the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer of the debentures to which the preliminary document relates, or the acceptance of such an offer by any person.

(2) In this regulation, a preliminary document is a document —

(a)	issued for the primary purpose of determining the issue or sale price and the number of debentures to be issued or sold; and
(b)	that contains all the information required to be included in a product highlights sheet under regulation 8, except where such information is not available or finalised at the time the preliminary document is disseminated to institutional investors and relevant persons.

Made on 18 May 2016.

RAVI MENON

Managing Director,
Monetary Authority of Singapore.

[MCD PMC 028/2016 V1; AG/LEGIS/SL/289/2015/9 Vol. 1]

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