Securities and Futures Act 2001 - Singapore Statutes Online

Small offers

272A.—(1) Subdivisions (2) and (3) of this Division (other than section 257) do not apply to personal offers of securities or securities‑based derivatives contracts of an entity or a business trust by a person if —

(a)

the total amount raised by the person from such offers within any period of 12 months does not exceed —

(i)	$5 million (or its equivalent in a foreign currency); or
(ii)	such other amount as the Authority may prescribe in substitution for the amount specified in sub‑paragraph (i);

(b)

in respect of each offer, the person making the offer gives the person to whom the offer is made —

(i)

a statement in writing that states —

(A)

where units or derivatives of units in a business trust are being offered and the business trust is not registered under the Business Trusts Act 2004 —

“This offer is made in reliance on the exemption under section 272A(1) of the Securities and Futures Act 2001. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act 2004.”; and

(B)

in any other case —

(ii)

a notification in writing that the securities or securities‑based derivatives contracts to which the offer (called in this sub‑paragraph the initial offer) relates must not be subsequently sold to any person, unless the offer resulting in such subsequent sale is made —

(A)	in compliance with Subdivisions (2) and (3) of this Division;
(B)	in reliance on subsection (8)(c) or any other exemption under any provision of this Subdivision (other than this subsection); or
(C)	where at least 6 months have elapsed from the date the securities or securities‑based derivatives contracts were acquired under the initial offer, in reliance on the exemption under this subsection;

(c)

none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer;

(d)

no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —

(i)

the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;

(ii)

an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or

(iii)

a person —

(A)	who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or
(B)	who is exempted from the laws, codes or requirements mentioned in sub‑paragraph (A) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and

(e)

no prospectus in respect of any of the offers has been registered by the Authority or, where a prospectus has been registered —

(i)	the prospectus has expired pursuant to section 250; or
(ii)	the person making the offer has before making the offer informed the Authority by written notice of its intent to make the offer in reliance on the exemption under this subsection. [2/2009; 4/2017]

(2) For the purposes of subsection (1)(b), where any notice, circular, material, publication or other document is issued in connection with the offer, the person making the offer is deemed to have given the statement and notification to the person to whom the offer is made in accordance with that provision if such statement or notification is contained in the first page of that notice, circular, material, publication or document.

(3) For the purposes of subsection (1), a personal offer of securities or securities‑based derivatives contracts is one that —

(a)

may be accepted only by the person to whom it is made; and

(b)

is made to a person who is likely to be interested in that offer, having regard to —

(i)

any previous contact before the date of the offer between the person making the offer and that person;

(ii)

any previous professional or other connection established before that date between the person making the offer and that person; or

(iii)

any previous indication (whether through statements made or actions carried out) before that date by that person that indicate to any of the following persons that that person is interested in offers of that kind:

(A)

the person making the offer;

(B)

the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;

(C)

an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;

(D)

a person licensed under the Financial Advisers Act 2001 in respect of the provision of financial advisory services concerning investment products;

(E)

an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act 2001;

(F)

a person —

(FA)	who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(FB)	who is exempted from the laws, codes or requirements mentioned in sub‑paragraph (FA) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(FC)	who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products; or
(FD)	who is exempted from the laws, codes or requirements mentioned in sub‑paragraph (FC) in respect of the provision of financial advisory services concerning investment products. [4/2017]

(4) In determining the amount raised by an offer, the following must be included:

(a)	the amount payable for the securities or securities‑based derivatives contracts at the time they are allotted, issued or sold;
(b)	if the securities or securities‑based derivatives contracts are issued partly‑paid, any amount payable at a future time if a call is made;
(c)	if the securities or securities‑based derivatives contracts carry a right (by whatever name called) to be converted into other securities or securities‑based derivatives contracts or to acquire other securities or securities‑based derivatives contracts, any amount payable on the exercise of the right to convert them into, or to acquire, other securities or securities‑based derivatives contracts. [4/2017]

(5) In determining whether the amount raised by a person from offers within a period of 12 months exceeds the applicable amount mentioned in subsection (1)(a), each amount raised —

(a)	by that person from any offer of securities or securities‑based derivatives contracts issued by the same entity; or
(b)	by that person or another person from any offer of securities or securities‑based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, which is a closely related offer,

if any, within that period in reliance on the exemption under subsection (1) or section 302B(1) must be included.

[4/2017]

(6) Whether an offer is a closely related offer under subsection (5) is determined by considering such factors as the Authority may prescribe.

(7) For the purpose of this section, an offer of securities or securities‑based derivatives contracts made by a person acting as an agent of another person is treated as an offer made by that other person.

[4/2017]

(8) Where securities or securities‑based derivatives contracts acquired through an offer made in reliance on the exemption under subsection (1) (called in this subsection an initial offer) are subsequently sold by the person who acquired the securities or securities‑based derivatives contracts to another person, Subdivisions (2) and (3) of this Division apply to the offer from the firstmentioned person to the second‑mentioned person which resulted in that sale, unless —

(a)

such offer is made in reliance on an exemption under any provision of this Subdivision (other than this section);

(b)

such offer is made in reliance on an exemption under subsection (1) and at least 6 months have elapsed from the date the securities or securities‑based derivatives contracts were acquired under the initial offer; or

(c)

such offer is one —

(i)

that may be accepted only by the person to whom it is made;

(ii)

that is made to a person who is likely to be interested in the offer having regard to —

(A)

any previous contact before the date of the offer between the person making the initial offer and that person;

(B)

any previous professional or other connection established before that date between the person making the initial offer and that person; or

(C)

(CA)	the person making the initial offer;
(CB)	the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;
(CC)	an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(CD)	a person licensed under the Financial Advisers Act 2001 in respect of the provision of financial advisory services concerning investment products;
(CE)	an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act 2001;
(CF)	a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(CG)	a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (CF) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(CH)	a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products;
(CI)	a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (CH) in respect of the provision of financial advisory services concerning investment products;

(iii)

in respect of which the firstmentioned person has given the second‑mentioned person —

(A)

a statement in writing that states —

(AA)

where units or derivatives of units in a business trust are being offered and the business trust is not registered under the Business Trusts Act 2004 —

“This offer is made in reliance on the exemption under section 272A(8)(c) of the Securities and Futures Act 2001. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act 2004.”; and

(AB)

in any other case —

(B)

a notification in writing that the securities or securities‑based derivatives contracts being offered must not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —

(BA)	in compliance with Subdivisions (2) and (3) of this Division;
(BB)	in reliance on this subsection or any other exemption under any provision of this Subdivision (other than subsection (1)); or
(BC)	where at least 6 months have elapsed from the date the securities or securities‑based derivatives contracts were acquired under the initial offer, in reliance on the exemption under subsection (1);

(iv)

that is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and

(v)

in respect of which no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —

(A)	the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;
(B)	an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(C)	a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or
(D)	a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (C) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts. [4/2017]

(9) Subsection (2) applies, with the necessary modifications, in relation to the statement and notification referred to in subsection (8)(c)(iii).

(10) In subsections (1)(c) and (8)(c)(iv), “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 of securities or securities‑based derivatives contracts, but does not include —

(d)

a document —

(i)	purporting to describe the securities or securities‑based derivatives contracts being offered, or the business and affairs of the person making the offer, the issuer or (where applicable) the underlying entity, or (where the securities or securities‑based derivatives contracts being offered are units or derivatives of units in a business trust) the business trust; and
(ii)	purporting to have been prepared for delivery to and review by persons to whom the offer is made so as to assist them in making an investment decision in respect of the securities or securities‑based derivatives contracts being offered;

(e)

a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange, which is made by any person; or

(f)

a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the unitholders of the business trust, the underlying entity or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting.

[2/2009; 4/2017]

(11) In subsection (10)(d)(i), the reference to the affairs of the person making the offer, the issuer, the underlying entity or the business trust includes —

(a)	in the case where the person making the offer, the issuer or the underlying entity is a corporation, a reference to the matters mentioned in section 2(2);
(b)	in any other case, a reference to such matters as may be prescribed by regulations made under section 341. [4/2017]

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