Singapore legislation

Clause 120

of Securities and Futures (Amendment) Bill

Clause 120

Amendment of section 239

Section 239 of the principal Act is amended —

(a)

by inserting, immediately after the definition of “control” in subsection (1), the following definition:“ “dealing in capital markets products”, in respect of capital markets products that are securities or securities‑based derivatives contracts, means (whether as principal or agent) —

(a)

making or offering to make with any person; or

(b)

inducing or attempting to induce any person to enter into or to offer to enter into,any agreement for or with a view to acquiring, disposing of, subscribing for, entering into, effecting, arranging or underwriting any securities or securities-based derivatives contracts;”;

(b)

by deleting the definition of “debenture” in subsection (1);

(c)

by deleting the definitions of “issuer” and “limited liability partnership” in subsection (1) and substituting the following definition:“ “issuer” means —

(a)

in relation to an offer of securities or securities‑based derivatives contracts (other than units or derivatives of units in a business trust), the entity that issues or will be issuing the securities or securities‑based derivatives contracts being offered;

(b)

in relation to an offer of units in a business trust, the trustee-manager of the business trust in its capacity as the trustee that issues or will be issuing the units; and

(c)

in relation to an offer of derivatives of units in a business trust, the trustee‑manager of the business trust in its capacity as the trustee, or any other entity that issues or will be issuing the derivatives of units;”;

(d)

by inserting, immediately after the word “securities” wherever it appears in the definitions of “minimum subscription”, “preliminary document” and “prospectus” in subsection (1), the words “or securities‑based derivatives contracts”;

(e)

by deleting the words “entity, means a promoter of the entity” in the definition of “promoter” in subsection (1) and substituting the words “entity or a business trust, means a promoter of the entity or business trust (as the case may be)”;

(f)

by deleting the definition of “securities” in subsection (1);

(g)

by inserting, immediately after the definition of “supplementary document” in subsection (1), the following definitions:“ “trust deed” has the same meaning as “deed” in section 2 of the Business Trusts Act (Cap. 31A);“trust property” has the same meaning as in section 2 of the Business Trusts Act;”;

(h)

by inserting, immediately after subsection (4), the following subsection:“(4A) For the purposes of this Division, references to a debenture includes a debenture, or a unit of debenture, issued by a trustee of a trust on behalf of the trust.”; and

(i)

by inserting, immediately after the word “securities” wherever it appears in subsections (6) and (8), the words “or securities‑based derivatives contracts”.