securities or securities‑based derivatives contracts of any corporation, whether formed or carrying on business in Singapore or elsewhere;
(ii)
securities or securities‑based derivatives contracts of any business trust;
(iii)
securities or securities‑based derivatives contracts listed for quotation or quoted on an organised market in Singapore or elsewhere;
(iv)
securities‑based derivatives contracts, whether traded in Singapore or elsewhere; or
(v)
CIS units —
(A)
listed for quotation or quoted on an organised market in Singapore or elsewhere; or
(B)
traded in Singapore or elsewhere; and
(b)
acts occurring outside Singapore in relation to —
(i)
securities or securities‑based derivatives contracts of a corporation that is formed or carries on business in Singapore;
(ii)
securities or securities‑based derivatives contracts of a business trust, the trustee of which is formed in Singapore or carries on business on behalf of the business trust in Singapore;
(iii)
securities or securities‑based derivatives contracts listed for quotation or quoted on an organised market in Singapore;
(iv)
securities‑based derivatives contracts traded in Singapore; or
(v)
CIS units —
(A)
listed for quotation or quoted on an organised market in Singapore; or
(B)
traded in Singapore.
[4/2017]
Interpretation of this Division
214.—(1) In this Division —
“Collective Investment Scheme unit” or “CIS unit” means —
(a)
a right or interest (however described) in a collective investment scheme (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the collective investment scheme; or
(b)
a contract or arrangement under which —
(i)
a party to the contract or arrangement is required to, or may be required to, discharge its obligations under the contract or arrangement at some future time; and
(ii)
the value of the contract or arrangement, is determined (whether directly or indirectly, or whether wholly or in part) by reference to, derived from, or varies by reference to any of the following:
(A)
the value or amount of units of a collective investment scheme;
(B)
fluctuations in the values or amount of units of a collective investment scheme;
“debenture” has the meaning given by section 2 and, in relation to a business trust, means a debenture issued by the trustee of the business trust in its capacity as trustee of the business trust;
“financial performance”, in relation to a business trust, means the performance of the business relating to the trust property of the business trust which is managed and operated by the trustee of the business trust;
“information” includes —
(a)
matters of supposition and other matters that are insufficiently definite to warrant being made known to the public;
(b)
matters relating to the intentions, or the likely intentions, of a person;
(c)
matters relating to negotiations or proposals with respect to —
(i)
commercial dealings; or
(ii)
dealing in capital markets products that are securities, securities‑based derivatives contracts or CIS units;
(iii)
[Deleted by Act 4 of 2017]
(d)
information relating to the financial performance of a corporation or business trust, or otherwise;
(e)
information that —
(i)
a person proposes to enter into, or had previously entered into, one or more transactions or agreements in relation to any securities, securities‑based derivatives contract or CIS unit; or
(ii)
a person has prepared or proposes to issue a statement relating to any securities, securities‑based derivatives contract or CIS unit; and
(f)
matters relating to the future;
“persons who commonly invest”, in relation to investment in any kind of securities, securities‑based derivatives contracts or CIS units, means a section of the public that is accustomed, or would be likely, to deal in securities, securities‑based derivatives contracts or CIS units, or in a class of securities, securities‑based derivatives contracts or CIS units, of that kind;
“purchase”, in relation to securities‑based derivatives contracts or CIS units, includes a contract or arrangement under which a party acquires an option or right from another party, acquiring the option or right under the contract, or taking an assignment of the option or right, whether or not on another’s behalf;
“sell”, in relation to securities‑based derivatives contracts or CIS units, includes a contract or arrangement under which a party acquires an option or right from another party —
(a)
grant or assign the option or right; or
(b)
take, or cause to be taken, such action as releases the option or right,
whether or not on another’s behalf;
“trust property” has the meaning given by section 2 of the Business Trusts Act 2004.
[2/2009; 4/2017]
(2) In this Division —
(a)
a reference to a securities‑based derivatives contract of a corporation in sections 213(a)(i) and (b)(i) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that corporation; and
(b)
a reference to a securities‑based derivatives contract of a business trust in sections 213(a)(ii) and (b)(ii) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that business trust.
[4/2017]
Information generally available
215. For the purposes of this Division, information is generally available if —
(a)
it consists of readily observable matter;
(b)
without limiting paragraph (a) —
(i)
it has been made known in a manner that would, or would be likely to, bring it to the attention of any of the following classes of persons:
(A)
persons who commonly invest in securities of a kind of which the price or value might be affected by the information;
(B)
persons who commonly invest in securities‑based derivatives contracts of a kind of which the price or value might be affected by the information;
(C)
persons who commonly invest in CIS units of a kind of which the price or value might be affected by the information; and
(ii)
since it was so made known, a reasonable period for it to be disseminated among such persons has elapsed; or
(c)
it consists of deductions, conclusions or inferences made or drawn from either or both of the following:
(i)
information referred to in paragraph (a);
(ii)
information made known as referred to in paragraph (b)(i).
[4/2017]
Material effect on price or value of securities, securities‑based derivatives contracts or CIS units
216. For the purposes of this Division, a reasonable person would be taken to expect information to have a material effect on the price or value of securities, securities‑based derivatives contracts or CIS units, if the information would, or would be likely to, influence any of the following persons in deciding whether or not to subscribe for, buy or sell those securities, securities‑based derivatives contracts or CIS units:
(a)
the persons who commonly invest in the securities, securities‑based derivatives contracts or CIS units;
(b)
any one or more classes of persons who constitute the persons mentioned in paragraph (a).
[4/2017]
Trading and procuring trading in securities, securities‑based derivatives contracts or CIS units
217.—(1) For the purposes of this Division, trading in any securities, securities‑based derivatives contracts or CIS units, that is ordinarily permitted on an organised market is taken to be permitted on that organised market even though trading in such securities, securities‑based derivatives contracts or CIS units (as the case may be) on that organised market is suspended.
[4/2017]
(2) For the purposes of this Division but without limiting the meaning that the expression “procure” has apart from this section, if a person incites, induces, or encourages an act or omission by another person, the firstmentioned person is taken to procure the act or omission by the other person.
Prohibited conduct by connected person in possession of inside information
218.—(1) Subject to this Division, where —
(a)
a person who is connected to a corporation possesses information concerning that corporation that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of that corporation; and
(b)
the connected person knows or ought reasonably to know that —
(i)
the information is not generally available; and
(ii)
if it were generally available, it might have a material effect on the price or value of those securities or securities‑based derivatives contracts of that corporation,
subsections (2), (3), (4), (5) and (6) apply.
[4/2017]
(1A) Subsections (2), (3), (4A), (5) and (6) apply if —
(a)
a person is connected to —
(i)
a corporation that is the trustee of, or manages or operates, a business trust; or
(ii)
a corporation that is the trustee or manager of a collective investment scheme —
(A)
that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and
(B)
all or any units of which are listed on an approved exchange;
(b)
the connected person possesses —
(i)
where the person is connected to a corporation mentioned in paragraph (a)(i), any information concerning the corporation or business trust that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or
(ii)
where the person is connected to a corporation mentioned in paragraph (a)(ii), any information concerning the corporation or collective investment scheme that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the scheme; and
(c)
the connected person knows or ought reasonably to know that —
(i)
the information is not generally available; and
(ii)
if it were generally available, it might have a material effect on —
(A)
where the person is connected to a corporation mentioned in paragraph (a)(i), the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or
(B)
where the person is connected to a corporation mentioned in paragraph (a)(ii), the price or value of securities or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the collective investment scheme.
[4/2017]
(2) The connected person must not (whether as principal or agent) —
(a)
subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell —
(i)
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
(ii)
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A); or
(b)
procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell —
(i)
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
(ii)
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A).
[4/2017]
(3) The connected person must not, directly or indirectly, communicate the information mentioned in subsection (1) or (1A), or cause the information to be communicated, to another person if the connected person knows, or ought reasonably to know, that the other person would or would be likely to —
(a)
subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell —
(i)
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
(ii)
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A); or
(b)
procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell —
(i)
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
(ii)
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A).
[4/2017]
(4) In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation referred to in subsection (1), where the prosecution or claimant proves that the connected person was at the material time —
(a)
in possession of information concerning the corporation to which the person was connected; and
(b)
the information was not generally available,
it is presumed, until the contrary is proved, that the connected person knew at the material time that —
(c)
the information was not generally available; and
(d)
if the information were generally available, it might have a material effect on the price or value of securities or securities‑based derivatives contracts of that corporation.
[4/2017]
[Act 25 of 2021 wef 01/04/2022]
(4A) In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation mentioned in subsection (1A)(a)(i) or (ii), the presumption in subsection (4B) applies until the contrary is proved, if the prosecution or claimant proves that the connected person was at the material time —
(a)
in possession of information concerning the corporation, business trust or collective investment scheme, as the case may be; and
(b)
the information was not generally available.
[4/2017]
[Act 25 of 2021 wef 01/04/2022]
(4B) For the purpose of subsection (4A), the presumption is the connected person knew at the material time that —
(a)
the information was not generally available; and
(b)
if the information were generally available, it might have a material effect on —
(i)
where the person is connected to a corporation mentioned in subsection (1A)(a)(i), the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or
(ii)
where the person is connected to a corporation mentioned in subsection (1A)(a)(ii), the price or value of the securities or securities‑based derivatives contracts of the corporation or the price or value of CIS units in the collective investment scheme.
[4/2017]
(5) In this Division —
(a)
“connected person” means a person referred to in subsection (1) or (1A) who is connected to a corporation; and
(b)
a person is connected to a corporation if —
(i)
the person is an officer of that corporation or of a related corporation;
(ii)
the person is a substantial shareholder in that corporation or in a related corporation; or
(iii)
the person occupies a position that may reasonably be expected to give the person access to information of a kind to which this section applies by virtue of —
(A)
any professional or business relationship existing between the person (or the person’s employer or a corporation of which the person is an officer) and that corporation or a related corporation; or
(B)
being an officer of a substantial shareholder in that corporation or in a related corporation.
[2/2009]
(6) In subsection (5), “officer”, in relation to a corporation, includes —
(a)
a director, secretary or employee of the corporation;
(b)
a receiver, or receiver and manager, of property of the corporation;
(c)
a judicial manager of the corporation;
(d)
a liquidator of the corporation; and
(e)
a trustee or other person administering a compromise or arrangement made between the corporation and another person.
Prohibited conduct by other persons in possession of inside information
219.—(1) Subject to this Division, where —
(a)
a person who is not a connected person referred to in section 218 (called in this section the insider) possesses information that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities, securities‑based derivatives contracts or CIS units; and
(b)
the insider knows that —
(i)
the information is not generally available; and
(ii)
if it were generally available, it might have a material effect on the price or value of those securities, securities‑based derivatives contracts or CIS units, as the case may be,
subsections (2) and (3) apply.
[4/2017]
(2) The insider must not (whether as principal or agent) —
(a)
subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any such securities, securities‑based derivatives contracts or CIS units, as the case may be; or
(b)
procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, any such securities, securities‑based derivatives contracts or CIS units, as the case may be.
[4/2017]
(3) The insider must not, directly or indirectly, communicate the information mentioned in subsection (1), or cause the information to be communicated, to another person if the insider knows, or ought reasonably to know, that the other person would or would be likely to —
(a)
subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1); or
(b)
procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1).
[4/2017]
Not necessary to prove intention to use
220.—(1) To avoid doubt, in any proceedings against a person for a contravention of section 218 or 219, it is not necessary for the prosecution or claimant to prove that the accused person or defendant intended to use the information referred to in section 218(1)(a) or (1A)(a) or 219(1)(a) in contravention of section 218 or 219, as the case may be.
[Act 25 of 2021 wef 01/04/2022]
(2) In any proceedings against a person for a contravention of section 218 or 219, it is not necessary for the prosecution or claimant to prove the absence of facts or circumstances which if they existed would, by virtue of sections 222 to 230 or any regulations made under section 341, preclude the act from constituting a contravention of section 218 or 219, as the case may be.
[Act 25 of 2021 wef 01/04/2022]
Penalties under this Division
221.—(1) A person who contravenes section 218 or 219, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both.
(2) No proceedings shall be instituted against a person for an offence in respect of a contravention of section 218 or 219 after —
(a)
a court has made an order against the person for the payment of a civil penalty under section 232; or
(b)
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5),
in respect of that contravention.
[2/2009]
Exception for redemption of units in collective investment scheme
222. Sections 218(2) and 219(2) do not apply in respect of the redemption of units in a collective investment scheme by a trustee or manager under a trust deed relating to that collective investment scheme in accordance with a buy‑back covenant contained or deemed to be contained in the trust deed at a price that is required by the trust deed to be calculated, so far as is reasonably practicable, by reference to the underlying value of the assets less —
(a)
any liabilities of that collective investment scheme to which the units relates; and
(b)
any reasonable charge for purchasing the units.
Exception for underwriters
223.—(1) Sections 218(2) and 219(2) do not apply in respect of —
(a)
subscribing for, or purchasing, securities, securities‑based derivatives contracts or CIS units under an underwriting agreement or a sub‑underwriting agreement;
(b)
entering into an agreement referred to in paragraph (a); or
(c)
selling securities, securities‑based derivatives contracts or CIS units subscribed for, or purchased, under an agreement referred to in paragraph (a).
[4/2017]
(2) Sections 218(3) and 219(3) do not apply in respect of the communication of information in relation to securities, securities‑based derivatives contracts or CIS units —
(a)
to a person solely for the purpose of procuring the person to enter into an underwriting agreement in relation to any such securities, securities‑based derivatives contracts or CIS units; or
(b)
by a person who may be required under an underwriting agreement to subscribe for, or purchase, any such securities, securities‑based derivatives contracts or CIS units if the communication is made to another person solely for the purpose of procuring the other person to do either or both of the following:
(i)
enter into a sub‑underwriting agreement in relation to any such securities, securities‑based derivatives contracts or CIS units;
(ii)
subscribe for, or purchase, any such securities, securities‑based derivatives contracts or CIS units.
[4/2017]
Exception for purchase pursuant to legal requirement
224.—(1) Sections 218(2) and 219(2) do not apply in respect of the purchase of securities, securities‑based derivatives contracts or CIS units pursuant to a requirement imposed by the Government, a statutory body or any regulatory authority, or any requirement imposed under any written law or order of court.
[4/2017]
(2) Sections 218(2) and 219(2) do not apply in respect of the sale of securities, securities‑based derivatives contracts or CIS units pursuant to any requirement imposed by the Government or any requirement imposed under any written law or order of court.
[4/2017]
Exception for information communicated pursuant to legal requirement
225. Sections 218(3) and 219(3) do not apply in respect of the communication of information pursuant to a requirement imposed by the Government, a statutory body or any regulatory authority, or any requirement imposed under any written law or order of court.
Attribution of knowledge within corporations
226.—(1) For the purposes of this Division —
(a)
a corporation is taken to possess any information which an officer of the corporation possesses and which came into his or her possession in the course of the performance of duties as such an officer; and
(b)
if an officer of a corporation knows or ought reasonably to know any matter or thing because he or she is an officer of the corporation, it is to be presumed, until the contrary is proved, that the corporation knows or ought reasonably to know that matter or thing.
(2) A corporation does not contravene section 218(2) or 219(2) by entering into a transaction or agreement at any time merely because of information in the possession of an officer of the corporation if —
(a)
the decision to enter into the transaction or agreement was taken on its behalf by a person other than that officer;
(b)
it had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person who made the decision and that no advice with respect to the transaction or agreement was given to that person by a person in possession of the information; and
(c)
the information was not so communicated and no such advice was so given.
Attribution of knowledge within partnerships and limited liability partnerships
227.—(1) For the purposes of this Division —
(a)
a partner of a partnership or a limited liability partnership (as the case may be) is taken to possess any information —
(i)
which another partner of the partnership or limited liability partnership (as the case may be) possesses and which came into such other partner’s possession in his or her capacity as a partner of the partnership or limited liability partnership (as the case may be); or
(ii)
which an employee of the partnership or a manager of a limited liability partnership (as the case may be) possesses and which came into the possession of such an employee or manager in the course of the performance of his or her duties as such an employee or manager; and
(b)
if a partner or employee of a partnership or a partner, manager or employee of a limited liability partnership (as the case may be) knows or ought reasonably to know any matter or thing in his or her capacity as such a partner, manager or employee, it is to be presumed that every partner of the partnership or limited liability partnership (as the case may be) knows or ought reasonably to know that matter or thing.
(2) The partners of a partnership or limited liability partnership (as the case may be) do not contravene section 218(2) or 219(2) by entering into a transaction or agreement at any time merely because one or more (but not all) of the partners, or a manager or managers, or an employee or employees, of the partnership or limited liability partnership (as the case may be) are in actual possession of information if —
(a)
the decision to enter into the transaction or agreement was taken on behalf of the partnership or limited liability partnership by any one or more of the following persons:
(i)
a partner who is taken to have possessed the information merely because another partner, or a manager or employee, of the partnership or limited liability partnership, was in possession of the information;
(ii)
an employee of the partnership or limited liability partnership or a manager of the limited liability partnership who was not in possession of the information;
(b)
the partnership or limited liability partnership had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person or persons who made the decision and that no advice with respect to the transaction or agreement was given to that person or any of those persons by a person in possession of the information; and
(c)
the information was not so communicated and no such advice was so given.
(3) A partner of a partnership or limited liability partnership (as the case may be) does not contravene section 218(2) or 219(2) by entering into a transaction or agreement otherwise than on behalf of the partnership or limited liability partnership merely because he or she is taken to possess information that is in the possession of another partner, a manager or an employee of the partnership.
Exception for knowledge of individual’s own intentions or activities
228. An individual does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units merely because the individual is aware that the individual proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units.
[4/2017]
Exception for corporations and its officers, etc.
229.—(1) A corporation does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units merely because the corporation is aware that it proposes to enter into or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units.
[4/2017]
(2) Subject to subsection (3), a corporation does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units merely because an officer of the corporation is aware that the corporation proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units.
[4/2017]
(3) Subsection (2) does not apply unless the officer of the corporation mentioned in that subsection became aware of the matters referred to in that subsection in the course of the performance of duties as such an officer.
(4) Subject to subsection (5), a person does not contravene section 218(2) or 219(2) by entering into a transaction or agreement on behalf of a corporation in relation to securities, securities‑based derivatives contracts or CIS units merely because the person is aware that the corporation proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units.
[4/2017]
(5) Subsection (4) does not apply unless the person became aware of the matters referred to in that subsection in the course of the performance of duties as an officer of the corporation or in the course of acting as an agent of the corporation.
Unsolicited transactions by holder of capital markets services licence and representatives
230.—(1) The holder of a capital markets services licence to deal in capital markets products, or a representative of such a holder, does not contravene section 218(2) or 219(2) by subscribing for, purchasing or selling, or entering into an agreement to subscribe for, purchase or sell, securities, securities‑based derivatives contracts or CIS units if —
(a)
the holder or representative entered into the transaction or agreement concerned on behalf of another person (called in this section the principal) under a specific instruction by the principal to enter into that transaction or agreement which was not solicited by the holder or representative;
(b)
the holder or representative has not given any advice to the principal in relation to the transaction or agreement or otherwise sought to procure the principal’s instructions to enter into the transaction or agreement; and
(c)
the principal is not an associate of the holder or representative.
[2/2009; 4/2017]
(2) Nothing in this section affects the application of section 218(2) or 219(2) in relation to the principal.
Parity of information defences
231.—(1) In any proceedings against a person for a contravention of section 218(2) or 219(2) because the person entered into, or procured another person to enter into, a transaction or agreement at a time when certain information was in the firstmentioned person’s possession, it is a defence if the court is satisfied that —
(a)
the information came into the firstmentioned person’s possession solely as a result of the information having been made known as referred to in section 215(b)(i); or
(b)
the other party to the transaction or agreement knew, or ought reasonably to have known, of the information before entering into the transaction or agreement.
(2) In an action against a person for a contravention of section 218(3) or 219(3) because the person communicated information, or caused information to be communicated, to another person, it is a defence if the court is satisfied that —
(a)
the information came into the firstmentioned person’s possession solely as a result of the information having been made known as referred in section 215(b)(i); or
(b)
the other person knew, or ought reasonably to have known, of the information before the information was communicated.
