Singapore legislation
Section 305A
Section 305A
First sale of units acquired pursuant to section 305
(1)
Despite sections 302B, 302C, 303(1) and 305B but subject to subsection (5), where units in a collective investment scheme acquired pursuant to an offer made in reliance on an exemption under section 305 are first sold to any person other than —
an institutional investor;
a relevant person as defined in section 305(5); or
any person pursuant to an offer referred to in section 305(2),then Subdivisions (2) and (3) of this Division apply to the offer resulting in that sale.
(2)
Subject to subsection (5), securities of a corporation (other than a corporation that is an accredited investor) —
the sole business of which is to hold investments; and
the entire share capital of which is owned by one or more individuals each of whom is an accredited investor,must not be transferred within 6 months after the corporation has acquired any units in a collective investment scheme pursuant to an offer made in reliance on an exemption under section 305, unless —
that transfer —
is made only to institutional investors or relevant persons as defined in section 305(5); or
arises from an offer referred to in section 275(1A);
no consideration is or will be given for the transfer; or
the transfer is by operation of law.
(3)
Subject to subsection (5), where —
the sole purpose of a trust (other than a trust the trustee of which is an accredited investor) is to hold investments; and
each beneficiary of the trust is an individual who is an accredited investor,the beneficiaries’ rights and interest (howsoever described) in the trust must not be transferred within 6 months after units in a collective investment scheme are acquired for the trust pursuant to an offer made in reliance on an exemption under section 305, unless —
that transfer —
is made only to institutional investors or relevant persons as defined in section 305(5); or
arises from an offer that is made on terms that such rights or interest are 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 units in a collective investment scheme, securities, securities‑based derivatives contracts or other assets;
no consideration is or will be given for the transfer; or
the transfer is by operation of law.
(4)
To avoid doubt, the reference to beneficiaries in subsection (3) includes a reference to unitholders of a business trust and participants of a collective investment scheme.
(5)
Subsections (1), (2) and (3) do not apply where the units in a collective investment scheme acquired are of the same class as other units in the scheme —
which are listed for quotation on an approved exchange; and
in respect of which any offer information statement, introductory document, unitholders’ circular for a reverse take‑over, document issued for the purposes of a trust scheme, or any other similar document approved by an approved exchange, was issued in connection with —
an offer of those units in the scheme; or
the listing for quotation of those units in the scheme.