Singapore legislation
Regulation 47A
of Securities and Futures (Licensing and Conduct of Business) Regulations
Regulation 47A
Disclosure of certain interests in respect of underwriting agreement
Subregulation 1
Where —
specified products have been offered for subscription or purchase; and
the holder of a capital markets services licence has subscribed for or purchased, or is or will or may be required to subscribe for or purchase, any of those specified products under an underwriting or sub-underwriting agreement by reason that some or all of the specified products have not been subscribed for or purchased,the holder shall not, during the period of 90 days after the close of the offer referred to in sub-paragraph (a) —
make an offer to sell those specified products otherwise than in the ordinary course of trading on an approved exchange or recognised market operator; or
make a recommendation, whether orally or in writing and whether expressly or by implication, with respect to those specified products,unless the offer or recommendation contains or is accompanied by a statement to the effect that the offer or recommendation relates to specified products that the holder has acquired, or is or will or may be required to acquire, under an underwriting or sub-underwriting agreement by reason that some or all of the specified products have not been subscribed for or purchased.
Subregulation 2
For the purpose of paragraph (1), any reference to an offer shall be construed as including a reference to a statement, however expressed, that expressly or impliedly invites a person to whom it is made to offer to acquire specified products.
Subregulation 3
Paragraph (1) shall not apply to the holder of a capital markets services licence when —
making an offer to sell any specified products, or making a recommendation with respect to those specified products, to —
an accredited investor;
an expert investor; or
an institutional investor; or
making an offer to sell any Government securities, or making a recommendation with respect to those Government securities, to any person.
Subregulation 4
Where the holder of a capital markets services licence sends to any person a written offer, written recommendation or written statement to which paragraph (1) applies, the holder shall retain a copy of the written offer, recommendation or statement for a period of 5 years after the date the written offer, recommendation or statement is made.
Subregulation 5
Any person who contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.