Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 20) Regulations 2005

Status:

Published in Subsidiary Legislation Supplement
on 30 Sep 2005

No. S 635

Securities and Futures Act

(Chapter 289)

Securities and Futures (Market Conduct) (Exemption for Stabilising Action in Respect of Dealings in Bonds) (No. 20) Regulations 2005

In exercise of the powers conferred by section 337(1) of the Securities and Futures Act, the Monetary Authority of Singapore hereby makes the following Regulations:

Citation and commencement

1. These Regulations may be cited as the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 20) Regulations 2005 and shall come into operation on 30th September 2005.

Definitions

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

“Bonds” means the fixed rate guaranteed perpetual bonds issued in September 2005 by Gerdau S.A. for a principal amount of up to US$600 million, which are unconditionally and irrevocably guaranteed by Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A.;

“stabilising action” means an action taken in Singapore or elsewhere by HSBC Securities (USA) Inc., or any of its related corporations, to buy, or to offer or agree to buy, any of the Bonds in order to stabilise or maintain the market price of the Bonds in Singapore or elsewhere.

Exemption

3. Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the Bonds, within 30 days from the date of issue of the Bonds, with —

(a)

a bank that is licensed under the Banking Act (Cap. 19);

(b)

a merchant bank that is approved as a financial institution under section 28 of the Monetary Authority of Singapore Act (Cap. 186);

(c)

a finance company licensed under the Finance Companies Act (Cap. 108);

(d)

a company or society registered under the Insurance Act (Cap. 142) as an insurer;

(e)

a company registered under the Trust Companies Act (Cap. 336);

(f)

the Government or a statutory body;

(g)

a pension fund or collective investment scheme;

(h)

the holder of a capital markets services licence for —

(i)	dealing in securities;
(ii)	fund management;
(iii)	providing custodial services for securities;
(iv)	securities financing; or
(v)	trading in futures contracts;

(i)

a person which carries on the business of dealing in Bonds with —

(i)	accredited investors; or
(ii)	persons whose business involves the acquisition and the disposal or holding of securities (whether as principal or agent);

(j)

an institutional investor referred to in regulation 3(1) of the Securities and Futures (Prescribed Specific Classes of Investors) Regulations 2005 (G.N. No. S 369/2005);

(k)

a person who acquires the Bonds as principal, if the aggregate consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of shares or other assets;

(l)

a person who acquires the Bonds as principal and —

(i)

whose total net personal assets exceed $2 million (or its equivalent in a foreign currency) or whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) at the time of the acquisition; or

(ii)

in the case of a corporation, whose total net assets exceed $10 million in value (or its equivalent in a foreign currency) as determined by —

(A)	the last audited balance-sheet of the corporation; or
(B)	if the corporation is not required to prepare audited accounts, a balance-sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance-sheet, which is a date that is no earlier than 12 months before the date on which the offer in respect of the Bonds is made to the corporation; or

(m)

an officer of a person making an offer in respect of the Bonds or a spouse, parent, brother, sister, son or daughter of that officer or of the person making the offer or invitation, if he is an individual.

Made this 29th day of September 2005.

HENG SWEE KEAT

Managing Director,
Monetary Authority of Singapore.

[SFD CFD 014/99; AG/LEG/SL/289/2005/1 Vol. 6]

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