Singapore legislation

Regulation 7

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

Regulation 7

Conditions of exemption under regulations 5 and 6

Amended byS 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 08/10/2018

An exemption under regulation 5 or 6 is subject to the following conditions:

(a)

the offer is made to —

(i)

retail investors; and

(ii)

institutional investors or relevant persons, or both;

(b)

the debentures are to be listed for quotation on an approved exchange and traded on the approved exchange;

(c)

at the time the offer is made, the offeror entity, trustee‑manager of the business trust (in the case of a BT offer) or manager of a REIT (in the case of a REIT offer), announces or otherwise disseminates to the organised market operated by the approved exchange —

(i)

a simplified disclosure document relating to the offer that complies with regulation 8 and sets out information that is current at the time of the offer; and

(ii)

a product highlights sheet relating to the offer that complies with regulation 9 and sets out information that is current at the time of the offer;

(d)

each retail investor is given the simplified disclosure document and product highlights sheet mentioned in sub‑paragraph (c) before the retail investor applies to subscribe for or purchase the debentures;

(e)

each institutional investor or relevant person is given the simplified disclosure document mentioned in sub‑paragraph (c) before the institutional investor or relevant person applies to subscribe for or purchase the debentures; and

(f)

the amount of debentures issued or to be issued to institutional investors and relevant persons (excluding any amount of debentures issued or to be issued to the lead manager, arranger and underwriter of the offer for their own accounts) is not less than 20% of the size of the straight debenture issue.

Subregulation 2

Where the offer is made using any automated teller machine or other electronic means —

(a)

paragraph (1)(d) is treated as satisfied if —

(i)

before enabling a retail investor to submit any application to subscribe for or purchase the debentures, the retail investor is informed through the automated teller machine or other electronic means —

(A)

how the retail investor can obtain, or arrange to receive, copies of the simplified disclosure document and product highlights sheet relating to the offer;

(B)

that the retail investor should read the simplified disclosure document and product highlights sheet before submitting the application; and

(ii)

the simplified disclosure document and product highlights sheet comply with the requirements in regulations 8 and 9 respectively, and set out information that is current at the time of the offer;

(b)

paragraph (1)(e) is treated as satisfied if —

(i)

before enabling an institutional investor or a relevant person to submit any application to subscribe for or purchase the debentures, the institutional investor or relevant person is informed through the automated teller machine or other electronic means —

(A)

how the institutional investor or relevant person can obtain, or arrange to receive, a copy of the simplified disclosure document relating to the offer; and

(B)

that the institutional investor or relevant person should read the simplified disclosure document before submitting the application; and

(ii)

the simplified disclosure document complies with the requirements in regulation 8, and sets out information that is current at the time of the offer.