Singapore legislation

Regulation 6

of Securities and Futures (Offers of Investments) (Exemption for Offers of Straight Debentures) Regulations 2016

Regulation 6

Exemption of BT or REIT offer

Amended byS 634/2018 wef 08/10/2018S 634/2018 wef 08/10/2018S 634/2018 wef 08/10/2018

Subregulation 1

Amended byS 634/2018 wef 08/10/2018S 634/2018 wef 08/10/2018S 634/2018 wef 08/10/2018

Subject to the conditions specified in regulation 7, Subdivisions (2) and (3) of Division 1 of Part XIII (but not section 258) of the Act do not apply to a BT offer or a REIT offer if —

(a)

either of the following is satisfied:

(i)

at the time of the offer, all or any of the units in the business trust or REIT are listed for quotation on an approved exchange or a recognised securities exchange, and traded on the exchange, and for a continuous period of at least 5 years immediately before that time, all or any of those units were so listed and traded;

(ii)

for a continuous period of at least 5 years immediately before the time of the offer, debentures issued on behalf of the business trust or REIT (as the case may be), and whether or not part of the same issue, were listed for quotation on an approved exchange;

(b)

either of the following is satisfied:

(i)

the market capitalisation of the business trust or REIT is not less than $1 billion (or its equivalent in a foreign currency) for each of the 180 market days prior to the offer;

(ii)

the business trust or REIT satisfies both of the following:

(A)

its net assets, as determined from the published audited annual consolidated financial statements for its most recent completed financial year, are not less than $500 million (or its equivalent in a foreign currency);

(B)

its average net assets, as determined from the published audited annual consolidated financial statements for its 3 most recent completed financial years, are not less than $500 million (or its equivalent in a foreign currency); and

(c)

any of the following is satisfied:

(i)

for each of its 3 most recent completed financial years, the business trust or REIT has —

(A)

a net profit of not less than $100 million (or its equivalent in a foreign currency); and

(B)

positive net cash inflows from its operating activities,as determined from its published audited annual consolidated financial statements;

(ii)

either the business trust or REIT has been, or the straight debentures have been, awarded a credit rating (whether final or provisional) of not less than any of the following:

(A)

AA- by Fitch Ratings;

(B)

Aa3 by Moody’s Investors Service;

(C)

AA- by Standard & Poor’s Ratings Services,and such rating remains current at the time of the offer;

(iii)

debentures issued in the period of 5 years immediately before the time of the offer on behalf of the business trust or REIT (as the case may be), satisfy both of the following:

(A)

the total value of all of those debentures that are or were listed for quotation on an approved exchange, as at the date they were issued, was not less than $1 billion (or its equivalent in a foreign currency);

(B)

there has not been a default in the repayment of moneys under any of those debentures.

Subregulation 2

For the purposes of sub-paragraphs (b)(ii) and (c)(i) of paragraph (1), if the business trust or REIT has one or more subsidiary entities, then a reference to the business trust or REIT is a reference to all of the following taken as a whole:

(a)

the business trust or REIT;

(b)

all of its subsidiary entities.