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Singapore legislation

Regulation 2

of Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 16) Regulations 2005

Regulation 2

Definitions

In these Regulations, unless the context otherwise requires —“Series A Bonds” means the 5-year and 1-day 2% convertible bonds due August 2010 issued by Uttam Galva Steels Limited for a principal amount of up to US$25 million, which are convertible into ordinary shares of Uttam Galva Steels Limited with a par value of 10 Indian Rupees each;“Series B Bonds” means the 5-year and 1-day 2% convertible bonds due August 2010 issued by Uttam Galva Steels Limited for a principal amount of up to US$20 million, which are —

(a)

convertible into ordinary shares of Uttam Galva Steels Limited with a par value of 10 Indian Rupees each; and

(b)

redeemable at the option of the holder on 9 August 2008 (subject to satisfaction of certain conditions) at 117.25% of the principal amount;“stabilising action” means an action taken in Singapore or elsewhere by Macquarie Securities Limited, or any of its related corporations, to buy, or to offer or agree to buy —

(a)

any of the Series A Bonds in order to stabilise or maintain the market price of the Series A Bonds; or (b)any of the Series B Bonds in order to stabilise or maintain the market price of the Series B Bonds, in Singapore or elsewhere.

Definition

“Series A Bonds” means the 5-year and 1-day 2% convertible bonds due August 2010 issued by Uttam Galva Steels Limited for a principal amount of up to US$25 million, which are convertible into ordinary shares of Uttam Galva Steels Limited with a par value of 10 Indian Rupees each;

Definition

“Series B Bonds” means the 5-year and 1-day 2% convertible bonds due August 2010 issued by Uttam Galva Steels Limited for a principal amount of up to US$20 million, which are —

(a)

convertible into ordinary shares of Uttam Galva Steels Limited with a par value of 10 Indian Rupees each; and

(b)

redeemable at the option of the holder on 9 August 2008 (subject to satisfaction of certain conditions) at 117.25% of the principal amount;

Definition

“stabilising action” means an action taken in Singapore or elsewhere by Macquarie Securities Limited, or any of its related corporations, to buy, or to offer or agree to buy —

(a)

any of the Series A Bonds in order to stabilise or maintain the market price of the Series A Bonds; or (b)any of the Series B Bonds in order to stabilise or maintain the market price of the Series B Bonds, in Singapore or elsewhere.