Singapore legislation
Clause 145
Clause 145
Amendment of section 272A
Section 272A of the principal Act is amended —
by deleting the words “of an entity” in subsection (1) and substituting the words “or securities‑based derivatives contracts of an entity or a business trust”;
by deleting sub-paragraph (i) of subsection (1)(b) and substituting the following sub‑paragraph:“(i)a statement in writing that states —
where units or derivatives of units in a business trust are being offered and the business trust is not registered under the Business Trusts Act (Cap. 31A) — “This offer is made in reliance on the exemption under section 272A(1) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act.”; and
in any other case — “This offer is made in reliance on the exemption under section 272A(1) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore.”; and”;
by inserting, immediately after the word “securities” wherever it appears in subsections (1)(b)(ii), (4), (7), (8)(b) and (c)(iii)(B) and (10)(i)(B), the words “or securities‑based derivatives contracts”;
by deleting sub-paragraphs (i), (ii) and (iii) of subsection (1)(d) and substituting the following sub‑paragraphs:“(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;
an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or
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 that are securities or securities‑based derivatives contracts; or
who is exempted from the laws, codes or requirements mentioned in sub‑paragraph (A) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and”;
by inserting, immediately after the words “a personal offer of securities” in subsection (3), the words “or securities‑based derivatives contracts”;
by deleting sub-paragraphs (B) and (C) of subsection (3)(b)(iii) and substituting the following sub‑paragraphs:“(B)the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;
an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;”;
by deleting sub-paragraph (F) of subsection (3)(b)(iii) and substituting the following sub-paragraph:“(F)a person —
(FA)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 that are securities or securities‑based derivatives contracts;
(FB)who is exempted from the laws, codes or requirements mentioned in sub‑paragraph (FA) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(FC)who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products; or
(FD)who is exempted from the laws, codes or requirements mentioned in sub‑paragraph (FC) in respect of the provision of financial advisory services concerning investment products,”;
by deleting subsection (5) and substituting the following subsection:“(5) In determining whether the amount raised by a person from offers within a period of 12 months exceeds the applicable amount mentioned in subsection (1)(a), each amount raised —
by that person from any offer of securities or securities‑based derivatives contracts issued by the same entity; or
by that person or another person from any offer of securities or securities-based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, which is a closely related offer,if any, within that period in reliance on the exemption under subsection (1) or section 302B(1) must be included.”;
by deleting the words “acquired through an offer made in reliance on the exemption under subsection (1) (referred to in this subsection as an initial offer) are subsequently sold by the person who acquired the securities” in subsection (8) and substituting the words “or securities‑based derivatives contracts acquired through an offer made in reliance on the exemption under subsection (1) (called in this subsection an initial offer) are subsequently sold by the person who acquired the securities or securities‑based derivatives contracts”;
by deleting sub-paragraphs (CB) and (CC) of subsection (8)(c)(ii)(C) and substituting the following sub‑paragraphs:“(CB)the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;
an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;”;
by deleting sub-paragraph (CF) of subsection (8)(c)(ii)(C) and substituting the following sub-paragraphs:“(CF)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 that are securities or securities‑based derivatives contracts;
(CG)a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (CF) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
(CH)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products; or
a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (CH) in respect of the provision of financial advisory services concerning investment products,”;
by deleting sub-paragraph (A) of subsection (8)(c)(iii) and substituting the following sub-paragraph:“(A)a statement in writing that states —
(AA)where units or derivatives of units in a business trust are being offered and the business trust is not registered under the Business Trusts Act (Cap. 31A) — “This offer is made in reliance on the exemption under section 272A(8)(c) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act.”; and
(AB)in any other case — “This offer is made in reliance on the exemption under section 272A(8)(c) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore.”;”;
by deleting sub-paragraphs (A), (B) and (C) of subsection (8)(c)(v) and substituting the following sub‑paragraphs:“(A)the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;
an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
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 that are securities or securities‑based derivatives contracts; or
a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (C) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts.”;
by inserting, immediately after the words “an offer of securities” in subsection (10), the words “or securities‑based derivatives contracts”;
by deleting sub-paragraph (A) of subsection (10)(i) and substituting the following sub‑paragraph:“(A)purporting to describe the securities or securities‑based derivatives contracts being offered, or the business and affairs of the person making the offer, the issuer or (where applicable) the underlying entity, or (where the securities or securities‑based derivatives contracts being offered are units or derivatives of units in a business trust) the business trust; and”;
by deleting the words “a securities exchange, futures exchange or overseas securities exchange” in subsection (10)(ii) and substituting the words “an approved exchange or overseas exchange”;
by inserting, immediately after the words “the issuer,” in subsection (10)(iii), the words “the unitholders of the business trust,”; and
by deleting subsection (11) and substituting the following subsection:“(11) In subsection (10)(i)(A), the reference to the affairs of the person making the offer, the issuer, the underlying entity or the business trust includes —
in the case where the person making the offer, the issuer or the underlying entity is a corporation, a reference to the matters mentioned in section 2(2);
in any other case, a reference to such matters as may be prescribed by regulations made under section 341.”.