Singapore legislation

Regulation 3B

of Securities and Futures (Market Conduct) (Exemptions) Regulations 2006

Regulation 3B

Exemption for stabilising action not taken on approved exchange or overseas exchange

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 426/2010 wef 02/08/2010S 648/2018 wef 08/10/2018

Subregulation 1

Sections 197, 198, 218(2) and 219(2) of the Act shall not apply in relation to any stabilising action referred to in paragraph (2) taken in respect of an offer, if and only if the stabilising manager undertaking the stabilising action, and every dealer acting on behalf of the stabilising manager, complies with paragraphs (3) to (13) in carrying out the stabilising action.

Subregulation 2

For the purpose of paragraph (1), the stabilising action shall be in respect of an offer which fulfils all of the following conditions which are applicable to it:

(a)

in the case where the relevant specified products are or are intended to be listed on an approved exchange, the stabilising action is not taken on the approved exchange; (b)in the case where the relevant specified products are or are intended to be listed on both an approved exchange and an overseas exchange, the stabilising action is neither taken on the approved exchange nor on the overseas exchange;

(c)

the total value of the specified products being offered, calculated based on the offer price, is not less than $25 million (or its equivalent in a foreign currency);

(d)

in the case where the specified products being offered are debentures, the total nominal value of the debentures that the stabilising manager buys to undertake stabilising action does not exceed 20% of the total nominal value of the debentures being offered prior to any over-allotment, if applicable;

(e)

in the case where the specified products being offered are not debentures, the total number of the specified products that the stabilising manager buys to undertake stabilising action does not exceed 20% of the total number of the specified products being offered prior to any over-allotment, if applicable;

(f)

the offer document states —

(i)

that stabilising action may be taken in respect of the relevant specified products;

(ii)

the maximum period during which stabilising action may be taken;

(iii)

the total nominal value or number, as the case may be, of the relevant specified products which are the subject of an over-allotment option, if applicable; and

(iv)

the total nominal value or number, as the case may be, of the relevant specified products that the stabilising manager may buy to undertake stabilising action, which shall not exceed the nominal value or number prescribed in sub-paragraph (d) or (e), as the case may be;

(g)

a public announcement has been made through the approved exchange on which the relevant specified products are or are intended to be listed, stating —

(i)

the offer price of the relevant specified products;

(ii)

that stabilising action may be taken in respect of the relevant specified products;

(iii)

the maximum period during which stabilising action may be taken;

(iv)

the total nominal value or number, as the case may be, of the relevant specified products which are the subject of an over-allotment option, if applicable; and

(v)

(h)

the offer is on cash terms and is to be, is or has been, made at a specified price payable in any currency.

Subregulation 3

No stabilising action in respect of an offer shall be taken before the date on which the public announcement referred to in paragraph (2)(g) is made.

Subregulation 4

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018

No stabilising action in respect of an offer shall be taken after —

(a)

the expiry of a period of 30 calendar days after —

(i)

the date of the listing of the specified products being offered on the approved exchange; or

(ii)

in a case where the relevant specified products are offered on both an approved exchange and an overseas exchange, the earlier of the dates of the listing of the specified products being offered on each of the exchanges;

(b)

the expiry of a period of 60 calendar days after the date on which the earliest public announcement of the offer which states the offer price was made through the approved exchange or the overseas exchange on which the relevant specified products were or were intended to be listed; or

(c)

the stabilising manager has bought the total number or nominal value of the relevant specified products that the stabilising manager may buy to undertake stabilising action as stated in the offer document under paragraph (2)(f),whichever occurs first.

Subregulation 5

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018

The stabilising manager shall —

(a)

take stabilising action only after he is reasonably satisfied that the price of the relevant specified products is not false or misleading; and

(b)

continue with the stabilising action only after he is reasonably satisfied that the price of the relevant specified products has not become false or misleading other than by reason of any stabilising action.

Subregulation 6

Amended byS 648/2018 wef 08/10/2018

Subject to paragraph (7), the stabilising manager, whether by itself or through one or more of its associates, shall not effect or cause to be effected, directly or indirectly, any sell order of the relevant specified products during the period in which stabilising action is permitted under this regulation.

Subregulation 7

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018

Nothing in paragraph (6) shall prohibit —

(a)

the stabilising manager; or (b)an associate of the stabilising manager, in that associate’s capacity as a dealer,from —

(i)

executing any sell order of the relevant specified products for a person who is not an associate of the issuer of the offer; or

(ii)

selling the relevant specified products on behalf of the issuer as part of the offer (including pursuant to any underwriting commitment).

Subregulation 8

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018

The stabilising manager shall —

(a)

keep a register in such form as the approved exchange on which the relevant specified products are listed may require; and

(b)

record in the register the particulars of each transaction to buy the relevant specified products entered into in connection with the stabilising action, including the price and quantity and name of the dealer, before the end of the day on which the transaction is entered into.

Subregulation 9

Amended byS 648/2018 wef 08/10/2018

Where the register referred to in paragraph (8) is kept in Singapore, it shall be made available by the stabilising manager for inspection by the Authority, or the approved exchange on which the relevant specified products are listed, within such time as may be stipulated by the Authority or that approved exchange, as the case may be.

Subregulation 10

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018

Where the register referred to in paragraph (8) is kept outside Singapore —

(a)

it shall be capable of being brought into Singapore and made available by the stabilising manager for inspection by the Authority, or the approved exchange on which the relevant specified products are listed, within such time as may be stipulated by the Authority or that approved exchange, as the case may be; or

(b)

if it is not capable of being brought into Singapore, a copy of the register certified to be a true copy by the stabilising manager shall be brought into Singapore and made available by the stabilising manager for inspection by the Authority, or the approved exchange on which the relevant specified products are listed, within such time as may be stipulated by the Authority or that approved exchange, as the case may be.

Subregulation 11

Amended byS 648/2018 wef 08/10/2018S 648/2018 wef 08/10/2018

The stabilising manager shall —

(a)

before stabilising action is taken in respect of the relevant specified products, inform the approved exchange on which the relevant specified products are or are intended to be listed of the name of any dealer, whether in Singapore or elsewhere, appointed by the stabilising manager to take the stabilising action; and

(b)

inform that approved exchange of any subsequent change of dealer immediately upon such change.

Subregulation 12

Amended byS 648/2018 wef 08/10/2018

The stabilising manager shall make a public announcement through the approved exchange on which the relevant specified products are listed of the cessation of any stabilising action, whether in Singapore or elsewhere, no later than the start of the trading day of that approved exchange immediately following the day of cessation of the stabilising action.

Subregulation 13

Amended byS 426/2010 wef 02/08/2010

No stabilising action in respect of an offer shall be taken after the public announcement of the cessation referred to in paragraph (12).

Read in full context — Securities and Futures (Market Conduct) (Exemptions) Regulations 2006 →