2.—(1) For the purposes of section 283A(1)(c) of the Act, the Authority declares, as persons who may use the term “real estate investment trust” or any of its derivatives in any language in the name or description, or in any representation, of an arrangement (the rights or interests of which are, will be or have been the subject of an offer or intended offer) when describing or referring to that arrangement, the class of persons comprising every person who —| (a) | makes the offer or intended offer only to —| (i) | an institutional investor; | | (ii) | an accredited investor; | | (iii) | [Deleted by S 292/2019 wef 08/01/2019] | | (iv) | a trustee (acting in its or his capacity as such) 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 as defined under section 4A(1)(a)(i) of the Act as in force immediately before 8 October 2018; [S 292/2019 wef 08/10/2018] | | (v) | where the person who makes the offer or intended offer is an entity, its officer or equivalent person, or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person; | | (vi) | where the person who makes the offer or intended offer is an individual, his spouse, parent, brother, sister, son or daughter; or | | (vii) | a person who, if he acquires any right or interest in the arrangement, does so as principal and on terms that the right or interest is 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, securities‑based derivatives contracts, units in a collective investment scheme or other assets; [S 649/2018 wef 08/10/2018] |
| | (b) | informs every person to whom he makes the offer or intended offer that the offer or intended offer does not relate to a collective investment scheme which is authorised under section 286 of the Act or recognised under section 287 of the Act; and | | (c) | if the offer or intended offer is made to a person referred to in sub-paragraph (a)(ii), (iv), (v), (vi) or (vii), satisfies the conditions under sub-paragraph (2). [S 292/2019 wef 08/01/2019] [S 292/2019 wef 08/10/2018] [S 675/2018 wef 08/10/2018] |
(2) The person making the offer or intended offer shall ensure that —| (a) | the offer or intended offer is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; [S 292/2019 wef 08/10/2018] | | (b) | no selling or promotional expenses are paid or incurred in connection with the offer or intended offer, other than expenses incurred —| (i) | for administrative or professional services in respect of the offer or intended offer; or | | (ii) | by way of commission or fee for services rendered in respect of the offer or intended offer by —| (A) | the holder of a capital market services licence to deal in capital markets products; [S 649/2018 wef 08/10/2018] | | (B) | an exempt person in respect of dealing in capital markets products; or [S 649/2018 wef 08/10/2018] | | (C) | a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products, or who is exempted therefrom in respect of such dealing; and [S 292/2019 wef 08/10/2018] [S 649/2018 wef 08/10/2018] |
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| | (c) | where the offer or intended offer is made to a trustee mentioned in sub-paragraph (1)(a)(iv) who is an existing customer of a holder of a capital markets services licence, a licensed financial adviser, or a person exempt from the requirement to hold a capital markets services licence or a financial adviser’s licence —| (i) | the offer or intended offer is made for or on behalf of the person making the offer or intended offer by the holder of a capital markets services licence, licensed financial adviser, or the person exempt from the requirement to hold a capital markets services licence or a financial adviser’s licence, as the case may be; or | | (ii) | the offer or intended offer is made pursuant to the marketing of units in a collective investment scheme to the trustee by the holder of a capital markets services licence, licensed financial adviser, or the person exempt from the requirement to hold a capital markets services licence or a financial adviser’s licence, as the case may be. [S 292/2019 wef 08/10/2018] |
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(3) In sub-paragraph (2)(c), a trustee of a trust is an existing customer of a person if —| (a) | the person had, immediately before 8 October 2018, entered into a transaction with the trustee, in the course of carrying out a regulated activity or providing a financial advisory service to the trustee; | | (b) | the trustee had entered into the transaction mentioned in sub-paragraph (a) in its or his capacity as the trustee of the trust; and | | (c) | the trustee was treated by the person as an accredited investor in that transaction. [S 292/2019 wef 08/10/2018] |
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(4) In this paragraph —| “financial adviser’s licence” and “financial advisory service” have the meanings given by section 2(1) of the Financial Advisers Act (Cap. 110); |
| “licensed financial adviser” means a holder of a financial adviser’s licence under the Financial Advisers Act. [S 292/2019 wef 08/10/2018] |
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