33. Determination of closely related offer for small offer and private placement

For the purposes of sections 302B(6) and 302C(4) of the Act, an offer of units in a collective investment scheme (other than a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes) is a closely related offer in relation to —

an offer of units in another collective investment scheme (other than a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes); or

an offer of asset-backed securities or structured notes,if any person who makes or is a sponsor of the first-mentioned offer also —

makes or is a sponsor of the second-mentioned offer; or

is a related corporation or related entity of the person who makes or is a sponsor of the second-mentioned offer.

For the purposes of sections 302B(6) and 302C(4) of the Act, an offer of units in a collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes is a closely related offer in relation to —

an offer of units in another collective investment scheme that is a trust and that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes;

an offer of shares or units of shares of a corporation;

an offer of debentures or units of debentures (other than asset-backed securities and structured notes) of an entity; or

an offer of units or derivatives of units in a business trust,if —

both offers form part of a single plan of financing;

both offers are made for the primary benefit of the same person or persons; or

both offers are made in connection with the same business or in relation to a common business venture.

In considering whether both offers meet the requirements of sub-paragraph (i), (ii) or (iii) of paragraph (2)(d), regard shall be had to —

the intended usage of the net proceeds raised from each offer; and

the person or persons with the right to determine how the net proceeds raised from each offer are to be used.

In paragraphs (1) and (2) —

“asset-backed securities” has the same meaning as defined in section 262 of the Act;

“related corporation” and “related entity” have the same meanings as in paragraph 1 of the Fourth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 (G.N. No. S 611/2005);

“sponsor”, in relation to an offer of asset-backed securities or structured notes, has the same meaning as in regulation 28(4) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005;

“structured notes” has the same meaning as in regulation 2(1) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.