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No. S 225

Securities and Futures Act

(CHAPTER 289)

Securities and Futures
(Offers of Investments)
(Exemption for Offers of Straight
Debentures) Regulations 2016

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

Citation and commencement

1. These Regulations are the Securities and Futures (Offers of Investments) (Exemption for Offers of Straight Debentures) Regulations 2016 and come into operation on 19 May 2016.

Definitions

2.—(1) In these Regulations —

“annual consolidated financial statements”, in relation to an entity, a business trust or a REIT, means the consolidated financial statements covering a financial year of the entity, business trust or REIT;

“BT offer” means an offer of straight debentures by a trustee‑manager of a business trust, on behalf of the business trust;

“business trust” means a business trust registered under section 4 of the Business Trusts Act (Cap. 31A) or recognised under section 239D of the Act;

[S 634/2018 wef 08/10/2018]

“equity interest”, in relation to an entity, means any right or interest (whether legal or equitable) in the entity, by whatever name called, and includes any option to acquire any such right or interest in the entity;

“financial statements”, in relation to an entity, a business trust or a REIT, means profit and loss statements, balance‑sheets and cash flow statements, and includes any attached notes and schedules which are required by the accounting standards adopted by the entity or for the business trust or REIT, to be included in its financial statements;

“guaranteed debenture issue” means an issue of debentures the obligations under which are unconditionally and irrevocably guaranteed by an entity that wholly owns the entity that issues the debentures;

“guarantor entity”, in relation to a guaranteed debenture issue, means the entity that guarantees the obligations under the debentures mentioned in the definition of “guaranteed debenture issue”;

“manager”, in relation to a REIT, means the responsible person for the REIT;

“market day”, in relation to an offer of straight debentures other than a BT offer or REIT offer, means —

(a)

where the shares of —

(i)	the offeror entity of the offer of straight debentures; or
(ii)	if the debentures are to be the subject of a guaranteed debenture issue, the guarantor entity of the guaranteed debenture issue,

are listed on an approved exchange — a day on which the approved exchange is open for trading in specified products; or

(b)

where the shares of —

(i)	the offeror entity of the offer of straight debentures; or
(ii)	if the debentures are to be the subject of a guaranteed debenture issue, the guarantor entity of the guaranteed debenture issue,

are listed on a recognised securities exchange — a day on which the recognised securities exchange is open for trading in specified products;

[S 634/2018 wef 08/10/2018]

“market day”, in relation to a BT offer or REIT offer, means —

(a)	where the units of the business trust or REIT (as the case may be) are listed on an approved exchange — a day on which the approved exchange is open for trading in specified products; or
(b)	where the units of the business trust or REIT (as the case may be) are listed on a recognised securities exchange — a day on which the recognised securities exchange is open for trading in specified products;

[S 634/2018 wef 08/10/2018]

“offeror entity”, in relation to an offer of straight debentures other than a BT offer or REIT offer, means the entity that makes the offer of those debentures;

“published” includes published in a prospectus, in a simplified disclosure document, in a base document as defined in regulation 8(3), in an annual report or through the electronic network operated by an approved exchange or a recognised securities exchange;

[S 634/2018 wef 08/10/2018]

“REIT” means a collective investment scheme —

(a)

that is a trust;

(b)

that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investments; and

(c)

that is —

(i)	authorised under section 286 of the Act; or
(ii)	recognised under section 287 of the Act;

“REIT offer” means an offer of straight debentures by a manager of a REIT, on behalf of the REIT;

“relevant person” has the same meaning as in section 275(2) of the Act;

“retail investor” means a person other than an institutional investor or a relevant person;

[Deleted by S 634/2018 wef 08/10/2018]

“straight debenture” means a debenture that is the subject of an offer and which —

(a)

has a fixed term that does not exceed 10 years;

(b)

provides for repayment of the principal sum at the end of the fixed term;

(c)

has periodic interest payments which cannot be deferred;

(d)

carries a fixed rate of interest, or a floating rate of interest comprising a reference rate and a fixed spread which cannot be decreased (the sum of which may not be less than zero);

(e)

is not convertible into or exchangeable for other securities or securities‑based derivatives contracts, equity interests or property, nor attached with options, warrants or similar rights to subscribe for or purchase other securities or securities‑based derivatives contracts, equity interests or property;

[S 634/2018 wef 08/10/2018]

(f)

is not redeemable before the end of the fixed term except —

(i)	in any of the circumstances in paragraph (2), if the offer is not a BT offer or REIT offer; or
(ii)	in any of the circumstances in paragraph (3), if the offer is a BT offer or REIT offer;

(g)

is not an asset-backed security within the meaning of section 262 of the Act, or a structured note;

(h)

is not subordinated to —

(i)	in the case of a BT offer, any other debt obligation of the business trust;
(ii)	in the case of a REIT offer, any other debt obligation of the REIT; or
(iii)	in the case of any other offer, any other debt obligation of the offeror entity, or (if the debenture is to be the subject of a guaranteed debenture issue) any other debt obligation of the offeror entity or the guarantor entity; and

(i)

cannot be written off, whether in whole or in part, except with the approval of a minimum percentage of holders of debentures of the same issue as that debenture, as specified in the debenture;

[Deleted by S 634/2018 wef 08/10/2018]

“structured notes” has the same meaning as in section 240AA(5) of the Act.

[S 634/2018 wef 08/10/2018]

[Deleted by S 634/2018 wef 08/10/2018]

(2) For the purposes of paragraph (f)(i) of the definition of “straight debenture” in paragraph (1), the circumstances are —

(a)

the debenture becomes redeemable when the offeror entity or (if the debenture is to be the subject of a guaranteed debenture issue) either the offeror entity or the guarantor entity, incurs or will incur additional taxes, duties or government charges imposed, levied, collected, withheld or assessed by any authority of any country or territory in relation to the debenture, due to —

(i)	a change in a law, regulation, ruling, treaty or administrative pronouncement; or
(ii)	a change in the application or interpretation of any of the matters mentioned in sub-paragraph (i),

and the redemption is for an amount that is at least equal to the sum of the principal amount at par and accrued interest;

(b)

the redemption of the debenture is for an amount equal to the sum of the accrued interest and the greater of —

(i)	the principal amount at par; and
(ii)	a make-whole amount determined by discounting the principal amount and all remaining interest payments at a discount rate comprising a reference rate and a fixed spread specified in the debenture; or

(c)

the debenture becomes redeemable upon the exercise of an option by the holder upon the occurrence of any of the following:

(i)	there is a change of control of, or a change of interests in, the offeror entity, or (if the debenture is to be the subject of a guaranteed debenture issue) a change of control of, or a change of interests in, either the offeror entity or guarantor entity;
(ii)	the shares in the offeror entity or (if the debenture is to be the subject of a guaranteed debenture issue) either the offeror entity or the guarantor entity cease to be listed or traded on an approved exchange or overseas exchange; [S 634/2018 wef 08/10/2018]
(iii)	trading in the shares in the offeror entity or (if the debenture is to be the subject of a guaranteed debenture issue) either the offeror entity or the guarantor entity on an approved exchange or overseas exchange is suspended for a continuous period which is longer than the period specified in the debenture. [S 634/2018 wef 08/10/2018]

(3) For the purposes of paragraph (f)(ii) of the definition of “straight debenture” in paragraph (1), the circumstances are —

(a)

the debenture becomes redeemable when the business trust or REIT incurs or will incur additional taxes, duties or government charges imposed, levied, collected, withheld or assessed by any authority of any country or territory in relation to the debenture, due to —

(i)	a change in a law, regulation, ruling, treaty, or administrative pronouncement; or
(ii)	a change in the application or interpretation of any of the matters mentioned in sub‑paragraph (i),

and the redemption is for an amount that is at least equal to the sum of the principal amount at par and accrued interest;

(b)

the redemption of the debenture is for an amount equal to the sum of the accrued interest and the greater of —

(i)	the principal amount at par; and
(ii)	a make-whole amount determined by discounting the principal amount and all remaining interest payments at a discount rate comprising a reference rate and a fixed spread specified in the debenture; or

(c)

the debenture becomes redeemable upon the exercise of an option by the holder upon the occurrence of any of the following:

(i)	there is a change of control of, or a change of interests in, the business trust or REIT;
(ii)	the units in the business trust or REIT cease to be listed or traded on an approved exchange or overseas exchange; [S 634/2018 wef 08/10/2018]
(iii)	trading in units in the business trust or REIT on an approved exchange or overseas exchange is suspended for a continuous period which is longer than the period specified in the debenture. [S 634/2018 wef 08/10/2018]

(4) In paragraph (2)(c) —

(a)

a change of control of an entity occurs where —

(i)	any person acquires, or persons acting together acquire, control of the entity; or
(ii)	the entity consolidates or merges with another entity, or sells or transfers all or substantially all of its assets to any other person, resulting in any other person or persons (not previously having control of the entity) having control of the entity or an entity that succeeds or replaces the entity; and

(b)

a change of interests in an entity occurs where —

(i)	any person acquires, or persons acting together acquire, a percentage specified in the debenture of the issued equity interest in the entity;
(ii)	any person specified in the debenture, whether acting alone or together with other persons, acquires a percentage specified in the debenture of the issued equity interest in the entity; or
(iii)	any person specified in the debenture ceases to own a percentage specified in the debenture of the issued equity interest in the entity.

(5) In paragraph (3)(c) —

(a)

a change of control of a business trust or REIT occurs where —

(i)

any person acquires, or persons acting together acquire, control of the business trust or its trustee‑manager, or the REIT or its manager; or

(ii)

the business trust or REIT consolidates or merges with another business trust or REIT, or all or substantially all of its assets are sold or transferred to any other person, resulting in any other person or persons (not previously having control of the business trust or REIT) having control of the business trust or REIT, or any business trust or REIT that succeeds or replaces the business trust or REIT;

(b)

a change of interests in a business trust or REIT occurs where —

(i)	any person acquires, or persons acting together acquire, a percentage specified in the debenture of the issued units in the business trust or REIT, or of the issued equity interest in the trustee‑manager of the business trust or the manager of the REIT;
(ii)	any person specified in the debenture, whether acting alone or together with other persons, acquires a percentage specified in the debenture of the issued units in the business trust or REIT, or of the issued equity interest in the trustee‑manager of the business trust or the manager of the REIT; or
(iii)	any person specified in the debenture ceases to own a percentage specified in the debenture of the issued units in the business trust or REIT, or of the issued equity interest in the trustee‑manager of the business trust or the manager of the REIT.

(6) In these Regulations, an entity wholly owns another entity if it beneficially owns all the equity interests in that other entity.

(7) For the purpose of paragraph (6), if —

(a)	an entity (called in this paragraph the 1st entity) beneficially owns (including by reason of one or more applications of this paragraph) all the equity interests in another entity (called in this paragraph the 2nd entity); and
(b)	the 2nd entity beneficially owns all the equity interests in another entity (called in this paragraph the 3rd entity),

then the 1st entity is taken to beneficially own all the equity interests in the 3rd entity.

(8) Any word or expression used in these Regulations which is defined in section 239 of the Act has the meaning given to it in that section.

Meaning of “subsidiary entity of another entity”

3.—(1) In these Regulations, an entity (called in this regulation the 1st entity) is treated as a subsidiary entity of another entity (called in this regulation the holding entity), if —

(a)

the holding entity —

(i)	controls the composition of the board of directors or its equivalent (called in this regulation the board) of the 1st entity; or
(ii)	controls more than half of the voting power of the 1st entity; or

(b)

the 1st entity is a subsidiary entity of another entity which is a subsidiary entity of the holding entity.

(2) For the purposes of paragraph (1)(a)(i), the holding entity is treated as having control of the composition of the 1st entity’s board if the holding entity has the power to appoint or remove all or a majority of the directors (or their equivalent) of the board without the consent or concurrence of any other person.

(3) The holding entity mentioned in paragraph (2) is treated as having the power mentioned in that paragraph if —

(a)	a person cannot be appointed as a director or equivalent of the 1st entity’s board without the exercise in his or her favour by the holding entity of that power; or
(b)	a person’s appointment as a director or equivalent of the 1st entity’s board follows necessarily from his or her being a director or other officer, or the equivalent of a director or other officer, of the holding entity.

(4) In determining whether an entity is a subsidiary entity of another entity under paragraph (1) —

(a)

any power exercisable over the 1st entity by the other entity in a fiduciary capacity is not to be treated as exercisable by the other entity;

(b)

subject to sub-paragraphs (c) and (d), any power exercisable over the 1st entity —

(i)	by a nominee for the other entity (except where the other entity is concerned only in a fiduciary capacity); or
(ii)	by a subsidiary entity of the other entity or a nominee for the subsidiary entity (except where the subsidiary entity is concerned only in a fiduciary capacity),

is to be treated as exercisable over the 1st entity by the other entity;

(c)

any power exercisable over the 1st entity by any person by reason of the provisions of any debentures of the 1st entity or of a trust deed for securing any issue of such debentures is to be disregarded; and

(d)

any power exercisable over the 1st entity by, or by a nominee for, the other entity or its subsidiary entity (not being power exercisable over the 1st entity as mentioned in sub‑paragraph (c)) is not to be treated as exercisable by the other entity if —

(i)	the ordinary business of the other entity or its subsidiary entity (as the case may be) includes the lending of money; and
(ii)	the power is exercisable only as security for the purposes of a transaction entered into in the ordinary course of that business.

(5) For the purposes of these Regulations, an entity is not to be treated as a subsidiary entity of another entity, being the Depository mentioned in section 5(5) of the Companies Act (Cap. 50), by reason only of the shares that the Depository holds in that entity as a bare trustee.

Meaning of “subsidiary entity of business trust or REIT”

4.—(1) In these Regulations, an entity is treated as a subsidiary entity of a business trust or REIT, if —

(a)

the trustee-manager of the business trust or the manager of the REIT (acting in such capacity) —

(i)	controls the composition of the board of directors or its equivalent (called in this regulation the board) of the entity; or
(ii)	controls more than half of the voting power of the entity; or

(b)

the entity is a subsidiary entity of another entity which is a subsidiary entity of the business trust or REIT.

(2) For the purposes of paragraph (1)(a)(i), the trustee‑manager of the business trust or the manager of the REIT (acting in such capacity) is treated as having control of the composition of the entity’s board if the trustee‑manager or manager has the power to appoint or remove all or a majority of the directors (or their equivalent) of the board without the consent or concurrence of any other person.

(3) The trustee-manager of the business trust or the manager of the REIT mentioned in paragraph (2) is treated as having the power mentioned in that paragraph if —

(a)	a person cannot be appointed as a director or equivalent of the entity’s board without the exercise in his or her favour by the trustee‑manager or manager of that power; or
(b)	a person’s appointment as a director or equivalent of the entity’s board follows necessarily from his or her being a director or other officer, or the equivalent of a director or other officer, of the trustee‑manager or manager.

(4) In determining whether an entity is a subsidiary entity of a business trust or REIT under paragraph (1) —

(a)

subject to sub-paragraphs (b) and (c), any power exercisable over the entity by, or by a nominee for, a subsidiary entity of the business trust or REIT (not being a subsidiary entity which is concerned only in a fiduciary capacity) is to be treated as exercisable over the entity by the trustee‑manager of the business trust or the manager of the REIT;

(b)

any power exercisable over the entity by any person by reason of the provisions of any debentures of the entity or of a trust deed for securing any issue of such debentures is to be disregarded; and

(c)

any power exercisable over the entity by, or by a nominee for, the trustee‑manager or manager, or a subsidiary entity of the business trust or REIT (not being power exercisable over the entity as mentioned in sub‑paragraph (b)) is not to be treated as exercisable by the trustee‑manager or manager if —

(i)	the ordinary business of the trustee‑manager, manager or subsidiary entity (as the case may be) includes the lending of money; and
(ii)	the power is exercisable only as security for the purposes of a transaction entered into in the ordinary course of that business.

Exemption of offer of straight debentures other than BT or REIT offer

5.—(1) Subject to the conditions in regulation 7, Subdivisions (2) and (3) of Division 1 of Part XIII (but not section 258) of the Act do not apply to an offer of straight debentures (not being a BT offer or a REIT offer) to be issued by the offeror entity itself, if —

(a)

either of the following is satisfied:

(i)	at the time of the offer, all or any of the shares in the offeror entity are listed for quotation on an approved exchange or a recognised securities exchange, and traded on the exchange, and for a continuous period of at least 5 years immediately before that time, all or any of those shares were so listed and traded; [S 634/2018 wef 08/10/2018]
(ii)	for a continuous period of at least 5 years immediately before the time of the offer, debentures issued by the offeror entity or by entities wholly owned by the offeror entity which are unconditionally and irrevocably guaranteed by the offeror entity, and whether or not part of the same issue, were listed for quotation on an approved exchange; [S 634/2018 wef 08/10/2018]

(b)

either of the following is satisfied:

(i)

the market capitalisation of the offeror entity is not less than $1 billion (or its equivalent in a foreign currency) for each of the 180 market days prior to the offer;

(ii)

the offeror entity satisfies both of the following:

(A)	its net assets, as determined from the published audited annual consolidated financial statements for its most recent completed financial year, are not less than $500 million (or its equivalent in a foreign currency);
(B)	its average net assets, as determined from the published audited annual consolidated financial statements for its 3 most recent completed financial years, are not less than $500 million (or its equivalent in a foreign currency); and

(c)

any of the following is satisfied:

(i)

for each of its 3 most recent completed financial years, the offeror entity has —

(A)	a net profit of not less than $100 million (or its equivalent in a foreign currency); and
(B)	positive net cash inflows from its operating activities,

as determined from its published audited annual consolidated financial statements;

(ii)

either the offeror entity has been, or the straight debentures have been, awarded a credit rating (whether final or provisional) of not less than any of the following:

(A)	AA- by Fitch Ratings;
(B)	Aa3 by Moody’s Investors Service;
(C)	AA- by Standard & Poor’s Ratings Services,

and such rating remains current at the time of the offer;

(iii)

debentures issued in the period of 5 years immediately before the time of the offer by the offeror entity, or by entities wholly owned by the offeror entity which are unconditionally and irrevocably guaranteed by the offeror entity, satisfy both of the following:

(A)	the total value of all of those debentures that are or were listed for quotation on an approved exchange, as at the date they were issued, was not less than $1 billion (or its equivalent in a foreign currency); [S 634/2018 wef 08/10/2018]
(B)	there has not been a default in the repayment of moneys under any of those debentures.

(2) Paragraph (1) applies to an offer of straight debentures which are to be the subject of a guaranteed debenture issue, if either —

(a)	all of the requirements in paragraph (1)(a), (b) and (c) are satisfied; or
(b)	all of the requirements in paragraph (1)(a), (b) and (c), modified by replacing each reference to the offeror entity with a reference to the guarantor entity, are satisfied.

(3) For the purposes of sub-paragraphs (b)(ii) and (c)(i) of paragraph (1), if the offeror entity or (as the case may be) guarantor entity has one or more subsidiary entities, then a reference to the offeror entity or guarantor entity is a reference to all of the following taken as a whole:

(a)	the offeror entity or guarantor entity (as the case may be);
(b)	all of its subsidiary entities.

Exemption of BT or REIT offer

6.—(1) Subject to the conditions specified in regulation 7, Subdivisions (2) and (3) of Division 1 of Part XIII (but not section 258) of the Act do not apply to a BT offer or a REIT offer if —

(a)

either of the following is satisfied:

(i)	at the time of the offer, all or any of the units in the business trust or REIT are listed for quotation on an approved exchange or a recognised securities exchange, and traded on the exchange, and for a continuous period of at least 5 years immediately before that time, all or any of those units were so listed and traded; [S 634/2018 wef 08/10/2018]
(ii)	for a continuous period of at least 5 years immediately before the time of the offer, debentures issued on behalf of the business trust or REIT (as the case may be), and whether or not part of the same issue, were listed for quotation on an approved exchange; [S 634/2018 wef 08/10/2018]

(b)

either of the following is satisfied:

(i)

the market capitalisation of the business trust or REIT is not less than $1 billion (or its equivalent in a foreign currency) for each of the 180 market days prior to the offer;

(ii)

the business trust or REIT satisfies both of the following:

(A)	its net assets, as determined from the published audited annual consolidated financial statements for its most recent completed financial year, are not less than $500 million (or its equivalent in a foreign currency);
(B)	its average net assets, as determined from the published audited annual consolidated financial statements for its 3 most recent completed financial years, are not less than $500 million (or its equivalent in a foreign currency); and

(c)

any of the following is satisfied:

(i)

for each of its 3 most recent completed financial years, the business trust or REIT has —

(A)	a net profit of not less than $100 million (or its equivalent in a foreign currency); and
(B)	positive net cash inflows from its operating activities,

as determined from its published audited annual consolidated financial statements;

(ii)

either the business trust or REIT has been, or the straight debentures have been, awarded a credit rating (whether final or provisional) of not less than any of the following:

(A)	AA- by Fitch Ratings;
(B)	Aa3 by Moody’s Investors Service;
(C)	AA- by Standard & Poor’s Ratings Services,

and such rating remains current at the time of the offer;

(iii)

debentures issued in the period of 5 years immediately before the time of the offer on behalf of the business trust or REIT (as the case may be), satisfy both of the following:

(A)	the total value of all of those debentures that are or were listed for quotation on an approved exchange, as at the date they were issued, was not less than $1 billion (or its equivalent in a foreign currency); [S 634/2018 wef 08/10/2018]
(B)	there has not been a default in the repayment of moneys under any of those debentures.

(2) For the purposes of sub-paragraphs (b)(ii) and (c)(i) of paragraph (1), if the business trust or REIT has one or more subsidiary entities, then a reference to the business trust or REIT is a reference to all of the following taken as a whole:

(a)	the business trust or REIT;
(b)	all of its subsidiary entities.

Conditions of exemption under regulations 5 and 6

7.—(1) An exemption under regulation 5 or 6 is subject to the following conditions:

(a)

the offer is made to —

(i)	retail investors; and
(ii)	institutional investors or relevant persons, or both;

(b)

the debentures are to be listed for quotation on an approved exchange and traded on the approved exchange;

[S 634/2018 wef 08/10/2018]

(c)

at the time the offer is made, the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of a REIT (in the case of a REIT offer), announces or otherwise disseminates to the organised market operated by the approved exchange —

(i)	a simplified disclosure document relating to the offer that complies with regulation 8 and sets out information that is current at the time of the offer; and
(ii)	a product highlights sheet relating to the offer that complies with regulation 9 and sets out information that is current at the time of the offer;

[S 634/2018 wef 08/10/2018]

(d)

each retail investor is given the simplified disclosure document and product highlights sheet mentioned in sub‑paragraph (c) before the retail investor applies to subscribe for or purchase the debentures;

(e)

each institutional investor or relevant person is given the simplified disclosure document mentioned in sub‑paragraph (c) before the institutional investor or relevant person applies to subscribe for or purchase the debentures; and

(f)

the amount of debentures issued or to be issued to institutional investors and relevant persons (excluding any amount of debentures issued or to be issued to the lead manager, arranger and underwriter of the offer for their own accounts) is not less than 20% of the size of the straight debenture issue.

(2) Where the offer is made using any automated teller machine or other electronic means —

(a)

paragraph (1)(d) is treated as satisfied if —

(i)

before enabling a retail investor to submit any application to subscribe for or purchase the debentures, the retail investor is informed through the automated teller machine or other electronic means —

(A)	how the retail investor can obtain, or arrange to receive, copies of the simplified disclosure document and product highlights sheet relating to the offer;
(B)	that the retail investor should read the simplified disclosure document and product highlights sheet before submitting the application; and

(ii)

the simplified disclosure document and product highlights sheet comply with the requirements in regulations 8 and 9 respectively, and set out information that is current at the time of the offer;

(b)

paragraph (1)(e) is treated as satisfied if —

(i)

before enabling an institutional investor or a relevant person to submit any application to subscribe for or purchase the debentures, the institutional investor or relevant person is informed through the automated teller machine or other electronic means —

(A)	how the institutional investor or relevant person can obtain, or arrange to receive, a copy of the simplified disclosure document relating to the offer; and
(B)	that the institutional investor or relevant person should read the simplified disclosure document before submitting the application; and

(ii)

the simplified disclosure document complies with the requirements in regulation 8, and sets out information that is current at the time of the offer.

Simplified disclosure document

8.—(1) Where the debentures being offered are to be part of a debenture issuance programme, the simplified disclosure document must take the form of either —

(a)

a document that contains all of the information in the First Schedule applicable to the offer, and that is valid for up to 6 months after the date the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of a REIT (in the case of a REIT offer), first announces or otherwise disseminates it in accordance with regulation 7(1)(c); or

(b)

both of the following:

(i)

a base document as defined in paragraph (3);

(ii)

a pricing supplement that contains all of the information in the First Schedule applicable to a pricing supplement, that applies to the particular offer, and that is valid for up to 6 months after the date the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of a REIT (in the case of a REIT offer), first announces or otherwise disseminates it in accordance with regulation 7(1)(c).

(2) Where the offer of debentures is not part of a debenture issuance programme, the simplified disclosure document must take the form of a document that contains all of the information in the First Schedule that applies to the offer, and that is valid for up to 6 months after the date the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of a REIT (in the case of a REIT offer), first announces or otherwise disseminates it in accordance with regulation 7(1)(c).

(3) In paragraph (1)(b)(i), “base document” —

(a)

means either —

(i)

a document that contains all of the information in the First Schedule (apart from information applicable only to a pricing supplement) that applies to every offer to be made under the debenture issuance programme, and that is valid for up to 24 months after the date the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of a REIT (in the case of a REIT offer), first announces or otherwise disseminates it in accordance with regulation 7(1)(c); or

(ii)

if the document mentioned in sub-paragraph (i) has been replaced, the replacement document that —

(A)	contains all of the information mentioned in that sub‑paragraph;
(B)	has at its beginning an identification of the document it replaces;
(C)	has been announced or otherwise disseminated before the expiration of the validity period of the document mentioned in that sub‑paragraph, and at a time when no offer to which the document it replaces relates, was subsisting; and

(b)

includes every document amending the applicable document in sub‑paragraph (a) (called a supplementary base document) that —

(i)	has at its beginning a statement that it is to be read together with the applicable document in sub‑paragraph (a), and that it supplements any previous supplementary base document; and
(ii)	has been announced or otherwise disseminated before the expiration of the validity period of the document mentioned in sub‑paragraph (a)(i), and at a time when no offer to which the applicable document in sub‑paragraph (a) relates was subsisting.

(4) For the purposes of paragraph (3)(a)(ii)(C) and (b)(ii), an offer is treated as not subsisting if —

(a)

a pricing supplement in respect of the offer has not been announced or otherwise disseminated to the organised market operated by the approved exchange on which the debentures are to be listed for quotation; or

[S 634/2018 wef 08/10/2018]

(b)

a pricing supplement in respect of the offer has been announced or otherwise disseminated to the organised market operated by the approved exchange on which the debentures are to be listed for quotation, and —

(i)	the offer has closed with no application to subscribe for or purchase the debentures having been received or accepted; or
(ii)	one or more applications to subscribe for or purchase the debentures have been received or accepted, and the debentures are listed for quotation on the approved exchange and trading in them has commenced. [S 634/2018 wef 08/10/2018]

[S 634/2018 wef 08/10/2018]

Product highlights sheet

9.—(1) The product highlights sheet must contain all the information in the Second Schedule and be prepared in accordance with the format in that Schedule.

(2) The information (including footnotes and references) to be contained in the product highlights sheet under paragraph (1) —

(a)	must be clearly legible; and
(b)	must be in a font size of at least 10‑point Times New Roman or equivalent.

(3) The product highlights sheet must be —

(a)	where the offer is not a BT offer or a REIT offer, and the shares of the offeror entity or (if the debentures are to be the subject of a guaranteed debenture issue) either the shares of the offeror entity or the guarantor entity are listed on an approved exchange, not more than 8 pages; [S 634/2018 wef 08/10/2018]
(b)	where the offer is a BT offer or a REIT offer, and the units of the business trust or REIT are listed on an approved exchange, not more than 8 pages; or [S 634/2018 wef 08/10/2018]
(c)	in all other cases, not more than 12 pages.

(4) For the purposes of paragraph (3) —

(a)	if the product highlights sheet is printed on both sides, each sheet counts as 2 pages; and
(b)	a page must be no more than 297 millimetres in length and 210 millimetres in breadth (A4 paper size).

Exemption of book building activity

10.—(1) Subdivisions (2) and (3) of Division 1 of Part XIII of the Act do not apply to the dissemination to institutional investors and relevant persons of a preliminary document relating to an offer of straight debentures if —

(a)

the front page of the document contains statements in bold lettering to the effect that —

(i)	it is a preliminary document and is subject to further amendments and completion;
(ii)	a person to whom a copy of the document is issued must not transfer it to any other person; and
(iii)	no offer or agreement to purchase or subscribe for any debentures may be made on the basis of the document; and

(b)

the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer of the debentures to which the preliminary document relates, or the acceptance of such an offer by any person.

(2) In this regulation, a preliminary document is a document —

(a)	issued for the primary purpose of determining the issue or sale price, the rate of interest, and the number of debentures to be issued or sold; and
(b)	that contains all the information required to be included in a simplified disclosure document under regulation 8 except where such information is not available or finalised at the time the preliminary document is disseminated to institutional investors and relevant persons.

Made on 18 May 2016.

RAVI MENON

Managing Director,
Monetary Authority of Singapore.

[MCD PMC 028/2016 V1; AG/LEGIS/SL/289/2015/6 Vol. 1]