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Securities and Futures (Amendment) Act 2026 comes into effect on 29 June 2026: Dual-Listing Board Framework and retail investor access

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Singapore Client Update                                                                                      JUNE 2026

1
© RAJAH & TANN SINGAPORE LLP
CAPITAL MARKETS
Securities and Futures (Amendment) Act 2026
Comes into Effect on 29 June 2026: Dual-Listing
Board Framework and Retail Investor Access

Executive Summary

The Securities and Futures (Amendment) Act 2026 ("Amendment Act") comes into effect on 29 June
2026. The Amendment Act:

1. Establishes a regulatory framework for dual listing arrangements and empowers the Monetary
Authority of Singapore ("MAS") to make regulations for implementation; and
2. Makes changes that apply to all offers concerning: (i) allowing a preliminary prospectus to be made available to retail investors, in addition to institutional and accredited investors; and (ii) the treatment of sponsored depositary receipts.

This Update summarises the key changes under the Amendment Act.

Key Changes to the Securities and Futures Act 2001 ("SFA")

Key Changes
Summary

New Part 13A to SFA: Dual-Listing Board ("DLB") Regulatory Framework
1. Prescribing dual listing arrangements
MAS may declare an overseas exchange (such as
Nasdaq) as a "prescribed overseas exchange", and a
DLB set up by the Singapore Exchange ("SGX") (such as the Global Listing Board, a partnership by SGX and
Nasdaq) as a "prescribed DLB".
2. Criteria and safeguards in prescribing
DLB
Before designating a board as a prescribed DLB, MAS would consider whether the overseas exchange:
1.
Enhances issuers' access to liquidity and international investors; and 2.
Operates in a jurisdiction with securities laws that are aligned with international standards in key areas such as disclosure, enforcement and regulatory co-operation.

Key Changes
Summary

3. Power to make regulations
Where Singapore's securities laws differ from those of the foreign jurisdiction, MAS may make regulations to replace, modify or disapply specified SFA provisions for the prescribed DLB, including:
1.
Offer-related provisions to enable the use of a single set of offering documents and align the offer process with that of the foreign jurisdiction; and

2.
Market misconduct provisions to provide for certain safe harbours which are available in the foreign jurisdiction and important to facilitate the prescribed DLB. Such safe harbours do not provide a valid defence against fraud or dishonesty.
Changes to the General Offering Process
4. Earlier retail investor engagement
Issuers may circulate a preliminary prospectus to retail investors (in addition to institutional and accredited investors) subject to the following safeguards:
1.
No official offer can be made based on the preliminary prospectus;
2.
The preliminary prospectus must clearly state that its content is subject to further changes; and 3.
The issuer must make reasonable efforts to inform recipients when the prospectus is finalised and ready for collection.
5. Treatment of sponsored depositary receipts
For offers of sponsored depositary receipts, the obligation to register the prospectus shifts from the depositary to the issuer of the underlying securities, ensuring that investors receive information about the issuer, rather than the financial institution acting as intermediary in the issuance of the depositary receipts.

For background, please refer to our earlier Client Update on "Securities and Futures (Amendment) Bill
Passed to Facilitate Dual Listings on SGX and Nasdaq".

If you have any queries on the above, please reach out to our Contacts on this page.

For regional Capital Markets matters, please see Rajah & Tann Asia's Capital Markets Practice for more information.

Contacts

CAPITAL MARKETS

Howard Cheam 詹兴豪
HEAD

D +65 6232 0685
howard.cheam@rajahtann.com

Tan Mui Hui 陈美惠
DEPUTY HEAD

D +65 6232 0191
mui.hui.tan@rajahtann.com

Raymond Tong
PARTNER

D +65 6232 0788
raymond.tong@rajahtann.com

Please feel free to also contact Knowledge Management at RTApublications@rajahtann.com.

Regional Contacts
Cambodia
Rajah & Tann Sok & Heng Law Office
T  +855 23 963 112 | +855 23 963 113
kh.rajahtannasia.com
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Rajah & Tann Myanmar Company Limited
T  +951 9253750
mm.rajahtannasia.com

China
Rajah & Tann Singapore LLP
Representative Offices
Shanghai Representative Office
T  +86 21 6120 8818
F  +86 21 6120 8820
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T  +86 755 8898 0230
cn.rajahtannasia.com
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Gatmaytan Yap Patacsil Gutierrez & Protacio
(C&G Law)
T  +632 8248 5250
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Singapore
Rajah & Tann Singapore LLP
T  +65 6535 3600
sg.rajahtannasia.com
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Assegaf Hamzah & Partners
Jakarta Office
T  +62 21 2555 7800
F  +62 21 2555 7899
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T  +62 31 5116 4550
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www.ahp.co.id

Thailand
Rajah & Tann (Thailand) Limited
T  +66 2656 1991
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Vietnam
Rajah & Tann LCT Lawyers
Ho Chi Minh City Office
T  +84 28 3821 2673 | +84 28 3521 2832
Hanoi Office
T  +84 24 3267 6127 | +84 24 3267 6128
vn.rajahtannasia.com

Lao PDR
Rajah & Tann (Laos) Co., Ltd.
T  +856 21 454 239
la.rajahtannasia.com

Malaysia
Christopher & Lee Ong
T  +603 2273 1919
F  +603 2273 8310
www.christopherleeong.com

Rajah & Tann Asia is a network of legal practices based in Asia.
Member firms are independently constituted and regulated in accordance with relevant local legal requirements. Services provided by a member firm are governed by the terms of engagement between the member firm and the client.
This Update is solely intended to provide general information and does not provide any advice or create any relationship, whether legally binding or otherwise.
Rajah & Tann Asia and its member firms do not accept, and fully disclaim, responsibility for any loss or damage which may result from accessing or relying on this Update.

Our Regional Presence

Rajah & Tann Singapore LLP is one of the largest full-service law firms in Singapore, providing high quality advice to an impressive list of clients.  We place strong emphasis on promptness, accessibility and reliability in dealing with clients. At the same time, the firm strives towards a practical yet creative approach in dealing with business and commercial problems. As the Singapore member firm of the Lex Mundi Network, we are able to offer access to excellent legal expertise in more than 100 countries.

Rajah & Tann Singapore LLP is part of Rajah & Tann Asia, a network of local law firms in Cambodia, China, Indonesia, Lao PDR, Malaysia, Myanmar, the Philippines,
Singapore, Thailand and Vietnam. Our Asian network also includes regional desks focused on Brunei, Japan and South Asia.

The contents of this Update are owned by Rajah & Tann Singapore LLP and subject to copyright protection under the laws of Singapore and, through international treaties, other countries. No part of this Update may be reproduced, licensed, sold, published, transmitted, modified, adapted, publicly displayed, broadcast (including storage in any medium by electronic means whether or not transiently for any purpose save as permitted herein) without the prior written permission of Rajah & Tann
Singapore LLP.

Please note also that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice for any particular course of action as such information may not suit your specific business and operational requirements. It is to your advantage to seek legal advice for your specific situation. In this regard, you may contact the lawyer you normally deal with in Rajah & Tann Singapore LLP or email Knowledge Management at RTApublications@rajahtann.com.

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