Securities and Futures Act 2001 - Singapore Statutes Online

Offer made to institutional investors

304. Subdivisions (2) and (3) of this Division do not apply to an offer of units in a collective investment scheme (whether or not they have been previously issued) made to an institutional investor.

First sale of units acquired pursuant to section 304

304A.—(1) Despite sections 302B, 302C, 303(1) and 305B but subject to subsection (2), where units in a collective investment scheme acquired pursuant to an offer made in reliance on the exemption under section 304 are first sold to any person other than an institutional investor, then Subdivisions (2) and (3) of this Division apply to the offer resulting in that sale.

[2/2009]

(2) Subsection (1) does not apply where the units in a collective investment scheme acquired are of the same class as, or can be converted into units of the same class as, other units in the scheme —

(a)

which are listed for quotation on an approved exchange; and

(b)

in respect of which any offer information statement, introductory document, unitholders’ circular for a reverse take‑over, document issued for the purposes of a trust scheme, or any other similar document approved by an approved exchange, was issued in connection with —

(i)	an offer of those units in the scheme; or
(ii)	the listing for quotation of those units in the scheme. [4/2017]

Offer made to accredited investors and certain other persons

305.—(1) Except to such extent and with such modifications as the Authority may prescribe, Subdivisions (2) and (3) of this Division do not apply to an offer of units in a collective investment scheme (called in this section a restricted scheme), where the offer is made to a relevant person, if the conditions in subsection (3) are satisfied.

(2) Except to such extent and with such modifications as the Authority may prescribe, Subdivisions (2) and (3) of this Division do not apply to an offer of units in a collective investment scheme (also called in this section a restricted scheme) to a person who acquires the units as principal if the offer is on terms that the units 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 units in a collective investment scheme, securities, securities‑based derivatives contracts or other assets, and if the conditions in subsection (3) are satisfied.

[4/2017]

(3) The conditions referred to in subsections (1) and (2) are —

(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 any of the persons specified in section 302B(1)(d)(i), (ii), (iii), (iv), (v) and (vi); 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 299; 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]

(4) [Deleted by Act 2 of 2009]

(5) 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 of units in a collective investment scheme, 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 meeting or proposed meeting of the participants of the collective investment scheme, or a general meeting or proposed general meeting of the person making the offer, the responsible person or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the meeting or general meeting;

“information memorandum” means a document —

(a)	purporting to describe the units in a collective investment scheme being offered; and
(b)	purporting to have been prepared for delivery to and review by relevant persons and persons to whom an offer referred to in subsection (2) is to be made so as to assist them in making an investment decision in respect of the units 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). [2/2009; 4/2017]

(6) Despite any requirement under section 99 or any regulations made thereunder that a person has to deal in capital markets products that are units in a collective investment scheme 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 units in a collective investment scheme under section 304 or this section for the person’s own account without complying with such requirement is considered an exempt person even though the person does not comply with that requirement.

[4/2017]

(7) The Authority may, by order in the Gazette, specify an amount in substitution of any amount specified in subsection (2).

First sale of units acquired pursuant to section 305

305A.—(1) Despite sections 302B, 302C, 303(1) and 305B but subject to subsection (5), where units in a collective investment scheme acquired pursuant to an offer made in reliance on an exemption under section 305 are first sold to any person other than —

(a)	an institutional investor;
(b)	a relevant person as defined in section 305(5); or
(c)	any person pursuant to an offer referred to in section 305(2),

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

[2/2009]

(2) Subject to subsection (5), securities 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 units in a collective investment scheme pursuant to an offer made in reliance on an exemption under section 305, unless —

(c)

that transfer —

(i)	is made only to institutional investors or relevant persons as defined in section 305(5); 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]

(3) Subject to subsection (5), 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 units in a collective investment scheme are acquired for the trust pursuant to an offer made in reliance on an exemption under section 305, unless —

(c)

that transfer —

(i)	is made only to institutional investors or relevant persons as defined in section 305(5); 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 units in a collective investment scheme, securities, 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]

(4) To avoid doubt, the reference to beneficiaries in subsection (3) includes a reference to unitholders of a business trust and participants of a collective investment scheme.

(5) Subsections (1), (2) and (3) do not apply where the units in a collective investment scheme acquired are of the same class as other units in the scheme —

(a)

which are listed for quotation on an approved exchange; and

(b)

(i)	an offer of those units in the scheme; or
(ii)	the listing for quotation of those units in the scheme. [4/2017]

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