Singapore legislation

Clause 76

of Securities and Futures (Amendment No. 2) Bill

Clause 76

Repeal and re-enactment of section 276

Section 276 of the principal Act is repealed and the following section substituted therefor:“Offer of securities acquired pursuant to section 274 or 275276.—

(1)

Notwithstanding sections 272A, 272B, 273(1)(d), (e) and (f), 277, 278 and 279, where securities initially acquired pursuant to an offer made in reliance on an exemption under section 274 or 275 are sold within the period of 6 months from the date of the initial acquisition to any person other than —

(a)

an institutional investor;

(b)

a relevant person as defined in section 275(2); or

(c)

any person pursuant to an offer referred to in section 275(1A),then Subdivisions (2) and (3) of this Division shall apply to the offer resulting in that sale.(2) Where securities initially acquired pursuant to an offer made in reliance on an exemption under section 274 or 275 are sold to —

(a)

an institutional investor;

(b)

a relevant person as defined in section 275(2); or

(c)

any person pursuant to an offer referred to in section 275(1A),Subdivisions (2) and (3) of this Division shall not apply to the offer resulting in that sale.(3) Securities of a corporation (other than a corporation that is an accredited investor) —

(a)

the sole business of which is to hold investments; and

(b)

the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor,shall not be transferred within 6 months after the corporation has acquired any securities pursuant to an offer made in reliance on an exemption under section 275 unless —

(i)

that transfer —

(A)

is made only to institutional investors or relevant persons as defined in section 275(2); or

(B)

arises from an offer referred to in section 275(1A);

(ii)

no consideration is or will be given for the transfer; or

(iii)

the transfer is by operation of law.(4) Where —

(a)

the sole purpose of a trust (other than a trust the trustee of which is an accredited investor) is to hold investments; and

(b)

each beneficiary of the trust is an individual who is an accredited investor,the beneficiaries’ rights and interest (howsoever described) in the trust shall not be transferred within 6 months after securities are acquired for the trust pursuant to an offer made in reliance on an exemption under section 275 unless —

(i)

that transfer —

(A)

is made only to institutional investors or relevant persons as defined in section 275(2); or

(B)

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 securities or other assets;

(ii)

no consideration is or will be given for the transfer; or

(iii)

the transfer is by operation of law.(5) For the avoidance of doubt, the reference to beneficiaries in subsection (4) shall include a reference to unitholders of a business trust and participants of a collective investment scheme.(6) For the avoidance of doubt, where any securities are acquired pursuant to an offer made in reliance on an exemption under section 274 or 275, an offer to sell those securities may be made in reliance on an exemption under section 273(1)(d) or (e) after 6 months have elapsed from the date of the first-mentioned offer.”.

Read in full context — Securities and Futures (Amendment No. 2) Bill →