Securities and Futures Act 2001 · 2020 Revised Edition · Part 13 · Offers of Investments
283. Interpretation of this Division
Feedback & supportLast amended by an amending law of 2017. 3 amendments in all.
In this Division, unless the context otherwise requires —
“authorised real estate investment trust” means a real estate investment trust that is a collective investment scheme authorised under section 286;
real estate investment trust
“real estate investment trust”, except in Division 3 of Part 7, means a collective investment scheme —(a)that is authorised under section 286 or recognised under section 287;(b)that is a trust;(c)that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and(d)all or any units of which are listed for quotation on an approved exchange;
“control”, in relation to an entity, means the capacity of a person to determine the outcome of decisions on the financial and operating policies of the entity, having regard to —
entity
“entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust;
the influence which the person can, in practice, exert on the entity (as opposed to the rights which the person can exercise in the entity); and
any practice or pattern of behaviour of the person affecting the financial or operating policies of the entity (even if such practice or pattern of behaviour involves a breach of an agreement or a breach of trust),but does not include any capacity of a person to influence decisions on the financial and operating policies of the entity if such influence is required by law or under any contract or order of court to be exercised for the benefit of other persons;
“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister;
“preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, units in a collective investment scheme to be issued or sold and which contains the information required to be included in a prospectus as may be prescribed under section 296(1)(a)(i), except for such information as the Authority may prescribe;
“product highlights sheet” means a product highlights sheet referred to in section 296A(1);
“profile statement” means a profile statement referred to in section 296(2);
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of units in a collective investment scheme or proposed collective investment scheme, but does not include —
collective investment scheme
“collective investment scheme” means —(a)an arrangement in respect of any property —(i)under which the participants do not have day‑to‑day control over the management of the property, whether or not the participants have the right to be consulted or to give directions in respect of such management;(ii)under which either or both of the following characteristics are present:(A)the property is managed as a whole by or on behalf of a manager;(B)the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and(iii)under which either or both of the following characteristics are present:(A)the effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(AA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(AB)to receive sums paid out of such profits, income, or other payments or returns;(B)the purpose, purported purpose or purported effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(BA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(BB)to receive sums paid out of such profits, income, or other payments or returns,whether or not —(BC)the arrangement provides for the participants to receive any benefit other than those set out in sub‑paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or(BD)the purpose, purported purpose or purported effect is realised; or(b)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme by notice in the Gazette,but does not include —(c)an arrangement operated by a person otherwise than by way of business;(d)an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business;(e)an arrangement under which each of the participants is a related corporation of the manager;(f)an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of that entity or, where that entity is a corporation, a related corporation of that entity; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(g)an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of any of those entities or, where any of those entities is a corporation, a related corporation of the entity which is a corporation; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(h)a franchise;(i)an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions;(j)an arrangement made by any co‑operative society registered under the Co‑operative Societies Act 1979 in accordance with the objects thereof solely for the benefit of its members;(k)an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act 1971;(l)an arrangement arising out of a life policy within the meaning of the Insurance Act 1966;(m)a closed‑end fund constituted either as an entity, a sub‑fund or a trust;(n)an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act 1970;(o)an arrangement of which —(i)the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or enjoyment available gratuitously to others; and(ii)the property does not consist of any of the following:(A)any currency of any country or territory;(B)any capital markets products;(C)any policy as defined in the First Schedule to the Insurance Act 1966;(D)any deposit as defined in section 4B of the Banking Act 1970;(E)any credit facilities as defined in section 2(1) of the Banking Act 1970;(p)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice in the Gazette;
a profile statement;
any material, advertisement or publication which is authorised by section 300 (other than subsection (3)); or
a product highlights sheet;
“recognised real estate investment trust” means a real estate investment trust that is a collective investment scheme recognised under section 287;
“recognised securities exchange” means a corporation which has been declared by the Authority, by order in the Gazette, to be a recognised securities exchange for the purposes of this Division;
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;
“related party” means —
in relation to an entity —
a director or an equivalent person of the entity;
director
“director” has the meaning given by section 4(1) of the Companies Act 1967;
the chief executive officer or an equivalent person of the entity;
officer
“officer” has the meaning given by section 4(1) of the Companies Act 1967;
a person who controls the entity;
a related corporation;
any other entity controlled by it;
any other entity controlled by the person referred to in sub‑paragraph (iii); and
a related party of any individual referred to in sub‑paragraph (i), (ii) or (iii); and
in relation to an individual —
his or her immediate family;
a trustee of any trust of which the individual or any member of the individual’s immediate family is —
member
“member”, in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, means a person who holds membership of any class or description in the approved exchange, recognised market operator, approved clearing house or recognised clearing house, whether or not the person holds any share in the share capital of the approved exchange, recognised market operator, approved clearing house or recognised clearing house, as the case may be;
a beneficiary; or
where the trust is a discretionary trust, a discretionary object,when the trustee acts in that capacity; and
any corporation in which the individual and his or her immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares;
corporation
“corporation” has the meaning given by section 4(1) of the Companies Act 1967;
“replacement document” means a replacement prospectus or a replacement profile statement referred to in section 298(1), as the case may be;
“supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 298(1), as the case may be;
“unit trust” means a collective investment scheme under which the property is held on trust for the participants.
property
“property” includes property, right and power of every description;
For the purposes of this Division, a statement is deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
For the purposes of this Division, a person makes an offer of units in a collective investment scheme if, and only if, as principal —
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;
the person makes (either personally or by an agent) an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of those units by the firstmentioned person or another person with whom the firstmentioned person has made arrangements for that issue or sale; or
the person invites (either personally or by an agent) any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of those units by the firstmentioned person or another person with whom the firstmentioned person has made arrangements for that issue or sale.
In subsection (3), “sale” includes any disposal for valuable consideration.