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No. S 664

Securities and Futures Act

(CHAPTER 289)

Securities and Futures
(Offers of Investments) (Securities and
Securities-based Derivatives Contracts)
Regulations 2018

In exercise of the powers conferred by sections 240A(8), 337, 339(3) and 341 of the Securities and Futures Act, the Monetary Authority of Singapore makes the following Regulations:

PART 1

PRELIMINARY

Citation and commencement

1. These Regulations are the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 and come into operation on 8 October 2018.

Definitions

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

“ASEAN Debt Securities Disclosure Standards” means the common disclosure standards issued by the ASEAN Capital Markets Forum and called the ASEAN Debt Securities Disclosure Standards, updated from time to time and set out on the Authority’s website at http://www.mas.gov.sg;

“ASEAN Disclosure Standards for Debt Issuance Programme” means the common disclosure standards issued by the ASEAN Capital Markets Forum for any ASEAN Offering of Plain Debt Securities that is part of a debenture issuance programme, updated from time to time and set out on the Authority’s website at http://www.mas.gov.sg;

[S 132/2019 wef 14/03/2019]

“ASEAN Equity Securities Disclosure Standards” means the common disclosure standards issued by the ASEAN Capital Markets Forum for any ASEAN Offering of equity securities, updated from time to time and set out on the Authority’s website at http://www.mas.gov.sg;

“ASEAN Offering” means an offer of shares or Plain Debt Securities in Singapore and at least one other ASEAN participant country;

“ASEAN participant country” means a member country of ASEAN that —

(a)

has adopted, as part of its disclosure requirements for offers of securities —

(i)	in relation to an ASEAN Offering of Plain Debt Securities (other than an offer that is part of a debenture issuance programme), the ASEAN Debt Securities Disclosure Standards;
(ii)	in relation to an ASEAN Offering of Plain Debt Securities that is part of a debenture issuance programme, the ASEAN Debt Securities Disclosure Standards and ASEAN Disclosure Standards for Debt Issuance Programme; or
(iii)	in relation to an ASEAN Offering of shares, the ASEAN Equity Securities Disclosure Standards; and

(b)

is listed on the Authority’s website at http://www.mas.gov.sg as an ASEAN participant country;

[S 132/2019 wef 14/03/2019]

“asset‑backed securities” has the meaning given by section 262(3) of the Act;

“continuously issued structured notes” means structured notes —

(a)	that are issued and offered by a specified financial institution in the ordinary course of its business; and
(b)	of which the terms applicable to each offer are negotiated and agreed upon over‑the‑counter, at the time of the transaction, between the specified financial institution and the person to whom the offer is made;

“Plain Debt Securities” has the meaning given by the ASEAN Debt Securities Disclosure Standards;

“reference assets”, in relation to an offer of structured notes, means —

(a)	any securities, securities‑based derivatives contracts, equity interest, commodity or index;
(b)	any basket consisting of any securities, securities‑based derivatives contracts, equity interests, commodities or indices;
(c)	any entity or basket of entities; or
(d)	any interest rates or currency exchange rates,

which payments to holders of the structured notes are or will be linked to;

“securitisation transaction” has the meaning given by section 262(3) of the Act;

“specified financial institution”, “structured notes” and “synthetic securitisation transaction” have the meanings given by section 240AA(5) of the Act.

(2) Any word or expression used in these Regulations that is defined in section 239 of the Act has the meaning given by that section.

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

Obligations of specified financial institution

3.—(1) The Authority may, by notice in writing —

(a)	impose on a specified financial institution such conditions or restrictions in relation to the issue of structured notes by the specified financial institution as the Authority thinks fit; and
(b)	at any time vary or revoke any condition or restriction so imposed.

(2) A specified financial institution must comply with every condition or restriction that is imposed under paragraph (1) on the specified financial institution, and that remains in force.

(3) A specified financial institution that contravenes any condition or restriction mentioned in paragraph (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

Forms

4.—(1) The forms to be used for the purposes of Division 1 of Part XIII of the Act and these Regulations are those set out at the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, and any reference in these Regulations to a numbered form is to be construed as a reference to the current version of the form that bears the corresponding number and is displayed at that website.

(2) Any document required to be lodged with the Authority under any provision of Division 1 of Part XIII of the Act or these Regulations must be lodged using Form 1.

(3) All forms used for the purposes of Division 1 of Part XIII of the Act and these Regulations must be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

(4) The Authority may refuse to accept any form if —

(a)	it is not completed or lodged in accordance with this regulation; or
(b)	it is not accompanied by the relevant fee mentioned in regulation 5.

Fees

5.—(1) Subject to paragraph (2), the fees specified in the First Schedule are payable to the Authority for the purposes specified in that Schedule, and are not refundable.

(2) The Authority may waive in whole or in part any fee under item 4, 5 or 20 of the First Schedule as the Authority thinks fit.

Made on 4 October 2018.

RAVI MENON

Managing Director,
Monetary Authority of Singapore.

[CFC CFI SP/2018/02 PT4; AG/LEGIS/SL/289/2015/48 Vol. 1]