Securities and Futures Act 2001 - Singapore Statutes Online

Offer of securities acquired pursuant to section 274 or 275

276.—(1) Despite sections 272A, 272B, 273(1)(d), (da), (e), (f), (g), (h), (i) and (j), 277, 278 and 279 but subject to subsection (7), where securities or securities‑based derivatives contracts initially acquired pursuant to an offer made in reliance on an exemption under section 274 or 275 are sold within the period of 6 months from the date of the initial acquisition to any person other than —

(a)	an institutional investor;
(b)	a relevant person as defined in section 275(2); or
(c)	any person pursuant to an offer referred to in section 275(1A),

then Subdivisions (1A), (2) and (3) of this Division apply to the offer resulting in that sale.

[2/2009; 4/2017]

[Act 12 of 2024 wef 24/01/2025]

(1A) The reference to the sale of securities or securities‑based derivatives contracts under subsection (1) includes —

(a)	where the securities or securities‑based derivatives contracts initially acquired are debentures, or units of shares or debentures, with an attached right of conversion into shares or debentures, a reference to the sale of the converted shares or debentures; and
(b)	where the securities or securities‑based derivatives contracts initially acquired are derivatives of units in a business trust, with an attached right of conversion into units in the business trust, a reference to the sale of the units in the business trust. [4/2017]

(2) Where securities or securities‑based derivatives contracts initially acquired pursuant to an offer made in reliance on an exemption under section 274 or 275 are sold to —

(a)	an institutional investor;
(b)	a relevant person as defined in section 275(2); or
(c)	any person pursuant to an offer referred to in section 275(1A),

Subdivisions (1A), (2) and (3) of this Division do not apply to the offer resulting in that sale.

[4/2017]

[Act 12 of 2024 wef 24/01/2025]

(3) Subject to subsection (7), securities or securities‑based derivatives contracts of a corporation (other than a corporation that is an accredited investor) —

(a)	the sole business of which is to hold investments; and
(b)	the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor,

must not be transferred within 6 months after the corporation has acquired any securities or securities‑based derivatives contracts pursuant to an offer made in reliance on an exemption under section 275 unless —

(c)

that transfer —

(i)	is made only to institutional investors or relevant persons as defined in section 275(2); or
(ii)	arises from an offer referred to in section 275(1A);

(d)

no consideration is or will be given for the transfer; or

(e)

the transfer is by operation of law.

[2/2009; 4/2017]

(4) Subject to subsection (7), where —

(a)	the sole purpose of a trust (other than a trust the trustee of which is an accredited investor) is to hold investments; and
(b)	each beneficiary of the trust is an individual who is an accredited investor,

the beneficiaries’ rights and interest (howsoever described) in the trust must not be transferred within 6 months after securities or securities‑based derivatives contracts are acquired for the trust pursuant to an offer made in reliance on an exemption under section 275 unless —

(c)

that transfer —

(i)	is made only to institutional investors or relevant persons as defined in section 275(2); or
(ii)	arises from an offer that is made on terms that such rights or interest are 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 or securities‑based derivatives contracts or other assets;

(d)

no consideration is or will be given for the transfer; or

(e)

the transfer is by operation of law.

[2/2009; 4/2017]

(5) To avoid doubt, the reference to beneficiaries in subsection (4) includes a reference to unitholders of a business trust and participants of a collective investment scheme.

(6) To avoid doubt, where any securities or securities‑based derivatives contracts are acquired pursuant to an offer made in reliance on an exemption under section 274 or 275, an offer to sell those securities or securities‑based derivatives contracts may be made in reliance on an exemption under section 273(1)(d) or (e) after 6 months have elapsed from the date of the firstmentioned offer.

[4/2017]

(7) Subsections (1), (3) and (4) do not apply where the securities or securities-based derivatives contracts that are acquired are —

(a)

securities or securities-based derivatives contracts of a corporation that are of the same class as other securities or securities-based derivatives contracts of the corporation, and —

(i)

those other securities or securities-based derivatives contracts are listed for quotation on an approved exchange; and

(ii)

a prospectus, offer information statement, introductory document, shareholders’ circular for a reverse take-over, document issued for the purposes of a scheme of arrangement, or any other similar document approved by an approved exchange, had earlier been issued in connection with —

(A)	an offer of those other securities or securities-based derivatives contracts; or
(B)	the listing for quotation of those other securities or securities-based derivatives contracts; or

(b)

units in a business trust or derivatives of units in a business trust that are of the same class as other units in the business trust or derivatives of units in the business trust, and —

(i)

those other units or derivatives of units are listed for quotation on an approved exchange; and

(ii)

(A)	an offer of those other units or derivatives of units; or
(B)	the listing for quotation of those other units or derivatives of units. [Act 12 of 2024 wef 24/01/2025]

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