Securities and Futures Act 2001 · 2020 Revised Edition · Part 13 · Offers of Investments
302B. Small offers
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Subdivisions (2) and (3) of this Division do not apply to personal offers of units in a collective investment scheme by a person if —
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;
the total amount raised by the person from such offers within any period of 12 months does not exceed —
$5 million (or its equivalent in a foreign currency); or
such other amount as the Authority may prescribe in substitution for the amount specified in sub‑paragraph (i);
in respect of each offer, the person making the offer gives the person to whom the offer is made —
the following statement in writing:“This offer is made in reliance on the exemption under section 302B(1) of the Securities and Futures Act 2001. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the scheme is not authorised or recognised by the Authority.”; and
a notification in writing that the units to which the offer (called in this sub‑paragraph the initial offer) relates must not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —
in compliance with Subdivisions (2) and (3) of this Division;
in reliance on subsection (8)(c) or any other exemption under any provision of this Subdivision (other than this subsection); or
where at least 6 months have elapsed from the date the units were acquired under the initial offer, in reliance on the exemption under this subsection;
none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer;
no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the following persons:
the holder of a capital markets services licence to deal in capital markets products that are units in a collective investment scheme;
an exempt person in respect of dealing in capital markets products that are units in a collective investment scheme;
a person licensed under the Financial Advisers Act 2001 in respect of marketing of collective investment schemes;
an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act 2001;
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 units in a collective investment scheme or marketing of collective investment schemes; or
a person who is exempt from the laws, codes or other requirements mentioned in sub‑paragraph (v) in respect of units in a collective investment scheme or marketing of collective investment schemes; and
no prospectus in respect of any of the offers has been registered by the Authority or, where a prospectus has been registered —
the prospectus has expired pursuant to section 299; or
the person making the offer has before making the offer informed the Authority by written notice of its intent to make the offer in reliance on the exemption under this subsection.
For the purposes of subsection (1)(b), where any notice, circular, material, publication or other document is issued in connection with the offer, the person making the offer is deemed to have given the statement and notification to the person to whom the offer is made in accordance with that provision if such statement or notification is contained in the first page of that notice, circular, material, publication or document.
For the purposes of subsection (1), a personal offer of units in a collective investment scheme is one that —
may only be accepted by the person to whom it is made; and
is made to a person who is likely to be interested in that offer, having regard to —
any previous contact before the date of the offer between the person making the offer and that person;
any previous professional or other connection established before that date between the person making the offer and that person; or
any previous indication (whether through statements made or actions carried out) before that date by that person to the person making the offer or any of the persons specified in subsection (1)(d)(i), (ii), (iii), (iv), (v) and (vi) that that person is interested in offers of that kind.
In determining the amount raised by an offer of units in a collective investment scheme, the following must be included:
the amount payable for the units at the time when they are issued or sold;
if the units are issued partly‑paid, any amount payable at a future time if a call is made;
if the units carry a right (by whatever name called) to be converted into other units or to acquire other units in a collective investment scheme, any amount payable on the exercise of the right to convert them into, or to acquire, other units in a collective investment scheme.
In determining whether the amount raised by a person from offers within a period of 12 months exceeds the applicable amount specified in subsection (1)(a), each amount raised —
by that person from any offer of units in the same collective investment scheme; or
by that person or another person from any offer of units in a collective investment scheme, securities or securities‑based derivatives contracts, which is a closely related offer,(if any) within that period in reliance on the exemption under subsection (1) or section 272A(1) must be included.
Whether an offer is a closely related offer under subsection (5) is determined by considering such factors as the Authority may prescribe.
For the purpose of this section, an offer of units in a collective investment scheme made by a person acting as an agent of another person is treated as an offer made by that other person.
Where units 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 units to another person, Subdivisions (2) and (3) of this Division apply to the offer from the firstmentioned person to the second‑mentioned person which resulted in that sale, unless —
such offer is made in reliance on an exemption under any provision of this Subdivision (other than this section);
such offer is made in reliance on an exemption under subsection (1) and at least 6 months have elapsed from the date the units were acquired under the initial offer; or
such offer is one —
that may be accepted only by the person to whom it is made;
that is made to a person who is likely to be interested in the offer having regard to —
any previous contact before the date of the offer between the person making the initial offer and that person;
any previous professional or other connection established before that date between the person making the initial offer and that person; or
any previous indication (whether through statements made or actions carried out) before that date by that person to the person making the initial offer or any of the persons specified in subsection (1)(d)(i), (ii), (iii), (iv), (v) and (vi) that that person is interested in offers of that kind;
in respect of which the firstmentioned person has given the second‑mentioned person —
the following statement in writing:“This offer is made in reliance on the exemption under section 302B(8)(c) of the Securities and Futures Act 2001. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the scheme is not authorised or recognised by the Authority.”; and
a notification in writing that the units being offered must not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —
in compliance with Subdivisions (2) and (3) of this Division;
in reliance on this subsection or any other exemption under any provision of this Subdivision (other than subsection (1)); or
where at least 6 months have elapsed from the date the units were acquired under the initial offer, in reliance on the exemption under subsection (1);
that is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and
in respect of which no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the persons specified in subsection (1)(d)(i), (ii), (iii), (iv), (v) and (vi).
Subsection (2) applies, with the necessary modifications, in relation to the statement and notification referred to in subsection (8)(c)(iii).
In subsections (1)(c) and (8)(c)(iv), “advertisement” means —
a written or printed communication;
a communication by radio, television or other medium of communication; or
a communication by means of a recorded telephone message,that is published in connection with an offer of units in a collective investment scheme, but does not include —
a document —
purporting to describe the units in a collective investment scheme being offered; and
purporting to have been prepared for delivery to and review by persons to whom the offer is made so as to assist them in making an investment decision in respect of the units being offered;
a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange, which is made by any person; or
a publication which consists solely of a notice or report of a meeting or proposed meeting of the participants of the collective investment scheme, or a general meeting or proposed general meeting of the person making the offer, the responsible person or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the meeting or general meeting.