Securities and Futures Act 2001 · 2020 Revised Edition · Part 13 · Offers of Investments
240AA. Requirement for product highlights sheet, where relevant
Feedback & supportLast amended by an amending law of 2017. 2 amendments in all.
A person must not make an offer of any relevant securities or securities‑based derivatives contracts, being an offer that is made in or accompanied by a prospectus or profile statement that complies with section 240, unless the prospectus or profile statement is accompanied by a product highlights sheet in respect of the offer —
securities
“securities” means —(a)shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership;(b)debentures; or(c)any other product or class of products as may be prescribed,but does not include —(d)any unit of a collective investment scheme;(e)any bill of exchange;(f)any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or(g)such other product or class of products as may be prescribed;
that complies with such requirements as the Authority may prescribe by regulations made under section 341; and
a copy of which is lodged with the Authority.
A person must not publish or disseminate, whether in Singapore or elsewhere, any document relating to any offer or intended offer of any relevant securities or securities‑based derivatives contracts, being an offer that is, or an intended offer that will be, made in or accompanied by a prospectus or profile statement that complies with section 240, if the document resembles or may otherwise be confused with a product highlights sheet, unless the person is required to do so —
under any written law or rule of law, or by any court, in Singapore;
under the laws and practices of, or by any court in, any foreign jurisdiction; or
by any listing rules or other requirements of any approved exchange or overseas exchange.
The Authority may, for public information, publish —
a product highlights sheet lodged with the Authority under this section; and
where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1).
Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
In this section —
“asset‑backed securities” has the meaning given by section 262(3);
“relevant securities or securities‑based derivatives contracts” means —
asset‑backed securities;
structured notes; or
such other securities or securities‑based derivatives contracts as the Authority may prescribe by regulations made under section 341;
“single purpose vehicle” means an entity that is established solely in order to, or a trust that is established solely in order for its trustee to, do either or both of the following:
entity
“entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust;
act as counterparty to arrangements which involve the use of derivatives to create exposure to assets from which payments to holders of any structured notes are or will be primarily derived;
issue any structured notes;
“specified financial institution” means —
any bank licensed under the Banking Act 1970; or
any entity that is, or that belongs to a class of entities that is, specified by the Authority, by notification in the Gazette, to be an entity, or a class of entities, for the purposes of this definition;
“structured notes” means any type of debentures or units of debentures —
which is issued —
in relation to —
a synthetic securitisation transaction; or
such other arrangement or transaction as the Authority may prescribe by regulations made under section 341; or
by a specified financial institution; and
for which —
the principal sum or any interest is, or both are, payable;
principal
“principal”, in relation to a representative, means a person whom the representative is in the direct employment of, is acting for or is acting by arrangement with, and on behalf of whom the representative carries or will carry out any regulated activity;
such other sum or sums as the Authority may prescribe by regulations made under section 341, is or are payable;
one or more underlying assets, being securities or securities‑based derivatives contracts, equity interests, commodities, currencies or such other assets as the Authority may prescribe by regulations made under section 341, are to be physically delivered; or
2 or more of sub‑paragraphs (i), (ii) and (iii) apply,in accordance with a formula based on one or more of the following:
the performance of any type of securities or securities‑based derivatives contracts, equity interest, commodity or index, or of a basket of 2 or more types of securities or securities‑based derivatives contracts, equity interests, commodities or indices;
commodity
“commodity” means —(a)any produce, item, goods or article;(b)any index, right or interest in any produce, item, goods or article; or(c)any index, right, interest, tangible property or intangible property of any nature that is, or belongs to a class of indices, rights, interests, tangible properties or intangible properties that is, prescribed for the purposes of this definition,but does not include —(d)any produce, item, goods or article that is, or that belongs to a class of produce, items, goods or articles that is, prescribed not to be a commodity for the purposes of this definition; or(e)any index, right or interest in any produce, item, goods or article that is, or that belongs to a class of indices, rights or interests that is, prescribed not to be a commodity for the purposes of this definition;
the credit risk or performance of any entity or a basket of entities;
the movement of interest rates or currency exchange rates;
such other variables as the Authority may prescribe by regulations made under section 341;
“synthetic securitisation transaction” means an arrangement involving the use of derivatives to create or replicate exposure to assets that are not transferred to, or are not a part of an asset pool held by, a single purpose vehicle.