Securities and Futures Act 2001 - Singapore Statutes Online

Offer made to accredited investors and certain other persons

275.—(1) Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts, whether or not they have been previously issued, where the offer is made to a relevant person, if —

(a)

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

(b)

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 —

(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;
(iii)	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
(iv)	a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and

(c)

no prospectus in respect of the offer 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 —

(A)	informed the Authority by written notice of its intent to make the offer in reliance on the exemption under this subsection; and
(B)	taken reasonable steps to inform in writing the person to whom the offer is made that the offer is made in reliance on the exemption under this subsection. [2/2009; 4/2017]

(1A) Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts to a person who acquires the securities or securities‑based derivatives contracts as principal, whether or not the securities or securities‑based derivatives contracts have been previously issued, if —

(a)

the offer is on terms that the securities or securities‑based derivatives contracts may only be acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities, securities‑based derivatives contracts or other assets;

(b)

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

(c)

(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;
(iii)	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
(iv)	a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and

(d)

no prospectus in respect of the offer 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 —

(A)	informed the Authority by written notice of its intent to make the offer in reliance on the exemption under this subsection; and
(B)	taken reasonable steps to inform in writing the person to whom the offer is made that the offer is made in reliance on the exemption under this subsection. [2/2009; 4/2017]

(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 in respect of securities or securities‑based derivatives contracts, but does not include —

(d)	an information memorandum;
(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 unitholders of the business trust, the person making the offer, the issuer, 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;

“information memorandum” means a document —

(a)

purporting to describe —

(i)	the securities or securities‑based derivatives contracts being offered; or
(ii)	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 trustee‑manager of the business trust or the business trust; and

(b)

purporting to have been prepared for delivery to, and review by, relevant persons and persons to whom an offer mentioned in subsection (1A) is to be made, so as to assist them in making an investment decision in respect of the securities or securities‑based derivatives contracts being offered;

“relevant person” means —

(a)	an accredited investor;
(b)	a corporation the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
(c)	a trustee of a trust the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor;
(d)	an officer or equivalent person of the person making the offer (such person being an entity) or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person; or
(e)	a spouse, parent, brother, sister, son or daughter of the person making the offer (such person being an individual). [4/2017]

(2A) In the definition of “information memorandum” in subsection (2), the reference to the affairs of the person making the offer, the issuer, the underlying entity, the trustee‑manager of the business trust or the business trust includes —

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

(3) Despite any condition in section 99 or any regulation made for the purposes of that section that a person has to deal in capital markets products that are securities or securities‑based derivatives contracts for the person’s own account with or through a person prescribed by the Authority so that the firstmentioned person can qualify as an exempt person, a person who acquires securities or securities‑based derivatives contracts under an offer made in reliance on an exemption under section 274 or subsection (1) or (1A) for the person’s own account is treated as an exempt person even though the person does not comply with that condition.

[4/2017]

(4) The Authority may, by order in the Gazette, specify an amount in substitution of any amount specified in subsection (1A)(a).

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