Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2002

No. S 240

Securities and Futures Act 2001

(Act 42 of 2001)

Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2002

In exercise of the powers conferred by sections 240, 243, 256, 263, 277, 280, 318, 337, 339, 341 and 344 of the Securities and Futures Act 2001, the Monetary Authority of Singapore hereby makes the following Regulations:

PART I

preliminary

Citation and commencement

1. These Regulations may be cited as the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2002 and shall come into operation on 1st July 2002.

Definitions

2.—(1) In these Regulations, unless the context otherwise requires —

“asset-backed securities” means debentures or units of debentures issued pursuant to a securitisation transaction;

“debenture issuance programme” means any scheme or arrangement by a corporation for the issue of debentures or units of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently;

“securitisation transaction” means an arrangement that involves the transfer or assignment of assets to a special purpose vehicle where —

(a)	such transfer is funded by the issuance of debentures or units of debentures not being debentures or units of debentures that are directly secured, in whole or in part, by fixed assets; and
(b)	payments in respect of such debentures or units of debentures are principally derived, directly or indirectly, from the cash flows generated by the assets;

“SPV” means the corporation used as a special purpose vehicle to which assets are transferred or assigned under a securitisation transaction.

(2) Any reference in these Regulations to the issuer of shares or debentures or units of shares or debentures is a reference to —

(a)	in the case of shares or units of shares, a corporation which issues or proposes to issue those shares or units of shares; or
(b)	in the case of debentures or units of debentures, a corporation or any other entity which issues or proposes to issue those debentures or units of debentures.

(3) Any reference in these Regulations to an offer of shares, debentures or units of shares or debentures means an offer of shares in, debentures of, or units of shares in or debentures of a corporation for subscription or purchase, and includes an invitation to subscribe for or purchase those shares, debentures or units of shares or debentures.

(4) Any word or expression used in these Regulations which is defined in section 239 of the Act shall have the same meaning as in that section.

(5) Any word or expression used in the Fifth to Twelfth Schedules shall, unless the context otherwise requires, be interpreted in accordance with this regulation and the Fourth Schedule.

Forms

3. Where any provision of Division 1 of Part XIII of the Act or these Regulations provides for the lodgment of a document with the Authority, that document shall be lodged with the Authority —

(a)	in the relevant form in the First Schedule; or
(b)	where there is no relevant form in that Schedule for that document, together with Form 5in that Schedule.

Directions in forms

4. A form prescribed by these Regulations shall be completed in accordance with such directions as may be prescribed in the form or as the Authority may specify.

Fees

5. The fees specified in the Second Schedule shall be payable to the Authority for the purposes specified therein, and shall not be refundable.

Made this 21st day of May 2002.

KOH YONG GUAN

Managing Director,
Monetary Authority of Singapore.

[FSG CFD 016/99; AG/LEG/SL/288A/2001/1 Vol. 2]

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