Securities and Futures Act - Singapore Statutes Online

Offer or invitation made to sophisticated investors

275.—(1) Subdivisions (2) and (3) of this Division shall not apply to an offer or invitation in respect of shares, debentures or units of shares or debentures, whether or not they have been previously issued, where the offer or invitation is made to a sophisticated investor, if —

(a)	the offer or invitation is not accompanied by an advertisement making an offer or invitation or calling attention to the offer or invitation, or intended offer or invitation; and
(b)	no selling or promotional expenses are paid or incurred in connection with the offer or invitation other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by the holder of a capital markets services licence to deal in securities or an exempt person in respect of dealing in securities.

(2) In this section —

“advertisement” means —

(a)	a written or printed communication;
(b)	a communication by radio, television or other medium of communication; or
(c)	a communication by means of a recorded telephone message,

that is published in connection with an offer or invitation in respect of shares, debentures or units of shares or debentures, but does not include —

(i)	an information memorandum; or
(ii)	an announcement made by a company listed on a securities exchange or a recognised securities exchange pursuant to any requirement of that securities exchange;

“information memorandum” means a document —

(a)

purporting to describe the business and affairs of —

(i)	the corporation whose shares, debentures or units of shares or debentures are the subject of the offer or invitation;
(ii)	the person making the offer or invitation; or
(iii)	both; and

(b)

purporting to have been prepared for delivery to and review by sophisticated investors so as to assist them in making an investment decision in respect of the shares, debentures, or units of shares or debentures which are the subject of the offer or invitation;

[16/2003 wef 22/12/2003]

“sophisticated investor” means —

(a)

a person who acquires shares or debentures or units of shares or debentures pursuant to the offer or invitation in question, as principal if the aggregate consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction whether such amount is paid for in cash, by exchange of shares or other assets; or

(b)

a person who acquires shares, debentures, or units of shares or debentures pursuant to the offer or invitation in question as principal and —

(i)

whose total net personal assets exceed $2 million (or its equivalent in a foreign currency) or whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) at the time of the acquisition; or

(ii)

in the case of a corporation, whose total net assets exceed $10 million in value (or its equivalent in a foreign currency) as determined by the last audited balance-sheet of the corporation, or (if the corporation is not required to prepare audited accounts) a balance-sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance-sheet, which is a date that is no earlier than 12 months before the date on which the offer or invitation is made to the corporation; or

(c)

an officer of the person making the offer or invitation or a spouse, parent, brother, sister, son or daughter of that officer or of the person making the offer or invitation, if he is an individual.

(3) Notwithstanding any requirement in section 99 or any regulation made thereunder that a person has to deal in securities for his own account with or through a person prescribed by the Authority so that he can qualify as an exempt person, a person who acquires shares in or debentures of, or units of shares in or debentures of, a corporation under section 274 or this section for his own account shall be considered an exempt person even though he does not comply with that requirement.

(4) The Authority may, by order published in the Gazette, specify an amount in substitution of any amount specified in paragraph (a) or (b) in the definition of “sophisticated investor” in subsection (2).

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