Singapore legislation
Regulation 33
of Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005
Regulation 33
Determination of closely related offer for small offer and private placement
Subregulation 1
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.
Subregulation 2
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.
Subregulation 3
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.
Subregulation 4
In paragraphs (1) and (2) —
Definition
“asset-backed securities” has the same meaning as defined in section 262 of the Act;
Definition
“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);
Definition
“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;
Definition
“structured notes” has the same meaning as in regulation 2(1) of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.