Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

impose on a specified financial institution such conditions or restrictions in relation to the issue of structured notes by the specified financial institution as the Authority thinks fit; and

at any time vary or revoke any condition or restriction so imposed.

it is not completed or lodged in accordance with this regulation; or

it is not accompanied by the relevant fee mentioned in regulation 5.

the product highlights sheet must —

be in the form set out in Part 1 of the Twentieth Schedule; (ii)contain a rectangular side bar that —

appears at the rightmost side of each page;

is at least 18 millimetres in width and in the full length of each page;

is in the colour Pantone 109C; and

contains the words “PRODUCT HIGHLIGHTS SHEET” oriented at 90 degrees clockwise, in typeface Arial, in font size 20‑point, and in the colour black;

contain a description of the key features and risks of the relevant securities or securities‑based derivatives contracts; (iv)contain a glossary explaining the technical terms (if any) used in the product highlights sheet;

provide a fair and balanced view of the relevant securities or securities‑based derivatives contracts;

comply with both of the following, if the product highlights sheet does not contain any diagram or glossary:

the total number of pages in the product highlights sheet must not be more than 4 pages;

each page of the product highlights sheet must not exceed 297 millimetres in length and 210 millimetres in breadth (A4 paper size); and

comply with all of the following, if the product highlights sheet contains one or more diagrams or a glossary:

the total number of pages in the product highlights sheet must not be more than 8 pages; (B)the number of pages in the product highlights sheet containing information that is not contained in any diagram or glossary must not be more than 4 pages;

each page of the product highlights sheet must not exceed 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

the information in the product highlights sheet, including footnotes and references, must —

be clearly legible; and

be in a font size of at least 10‑point Arial or a visually equivalent font size of any other standard font typeface;

the product highlights sheet —

must not be false or misleading; and

must not contain any material information that differs in any material particular from the material information set out in the prospectus or profile statement of the offer of the relevant securities or securities‑based derivatives contracts.

the font colour of the content of the product highlights sheet, including any heading or sub‑heading; (b)the font type and font style of any word or number for the purpose of providing emphasis;

the cell colour of any heading or sub‑heading;

the addition of one or more headings or sub‑headings.

a reference to a prospectus is to be construed as a reference to —

the base prospectus applicable to every offer under the debenture issuance programme (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the base prospectus);

the pricing statement in relation to the offer (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the pricing statement); or

both the base prospectus and the pricing statement, in accordance with Part 1 of the Third Schedule;

a reference to a profile statement is to be construed as a reference to —

the base profile statement applicable to every offer under the debenture issuance programme (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the base profile statement); or

both the base profile statement and the pricing statement,in accordance with Part 2 of the Third Schedule;

a reference in sections 240(2), (3) and (9) and 251(3) and (4) of the Act to a preliminary document is to be construed as a reference to —

the preliminary base prospectus applicable to every offer under the debenture issuance programme (called in this paragraph and the Third Schedule the preliminary base prospectus);

the preliminary base prospectus and the preliminary pricing statement in relation to the offer (called in this paragraph and the Third Schedule the preliminary pricing statement); or

the base prospectus and the preliminary pricing statement,in accordance with Part 3 of the Third Schedule.

a false or misleading statement in the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be;

an omission from the base prospectus, pricing statement or base prospectus and pricing statement of any information that should have been included in it under section 243, or an omission from the base profile statement, pricing statement or base profile statement and pricing statement of any information that should have been included in it under section 246, as the case may be; or

a new circumstance that —

has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be, was lodged with the Authority; and

would have been required —

by section 243 to be included in the base prospectus, pricing statement or base prospectus and pricing statement, as the case may be; or

by section 246 to be included in the base profile statement, pricing statement or base profile statement and pricing statement, as the case may be,if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be, was lodged,and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement base prospectus, pricing statement, base prospectus and pricing statement, as the case may be, or a supplementary or replacement base profile statement or base profile statement and pricing statement, as the case may be (called in this section a supplementary or replacement document, as the case may be), with the Authority.”.

a statement that it is a supplementary base prospectus, supplementary pricing statement, supplementary base prospectus and pricing statement, supplementary base profile statement or supplementary base profile statement and pricing statement, as the case may be;

an identification of the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it supplements;

an identification of any previous supplementary document lodged with the Authority in relation to the offer; and

a statement that it is to be read together with the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it supplements and any previous supplementary document in relation to the offer.(3) At the beginning of a replacement document, there must be —

a statement that it is a replacement base prospectus, replacement pricing statement, replacement base prospectus and pricing statement, replacement base profile statement or replacement base profile statement and pricing statement, as the case may be; and

an identification of the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it replaces.”.

where the supplementary document is a supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement, the base prospectus and pricing statement in relation to the offer shall be taken to be the original base prospectus and pricing statement together with the supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement, as the case may be, and any previous supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement in relation to the offer; and

where the supplementary document is a supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement, the base profile statement and pricing statement in relation to the offer shall be taken to be the original base profile statement and pricing statement together with the supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement, as the case may be, and any previous supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement in relation to the offer.(6B) For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —

where the replacement document is a replacement base prospectus, the base prospectus and pricing statement in relation to the offer is taken to be the replacement base prospectus and the original pricing statement;

where the replacement document is a replacement base prospectus and pricing statement, the base prospectus and pricing statement in relation to the offer is taken to be the replacement base prospectus and pricing statement;

where the replacement document is a replacement base profile statement, the base profile statement and pricing statement in relation to the offer is taken to be the replacement base profile statement and the original pricing statement;

where the replacement document is a replacement base profile statement and pricing statement, the base profile statement and pricing statement in relation to the offer is taken to be the replacement base profile statement and pricing statement; and

where the replacement document is a replacement pricing statement —

the base prospectus and pricing statement in relation to the offer is taken to be the original base prospectus and the replacement pricing statement; and

the base profile statement and pricing statement in relation to the offer is taken to be the original base profile statement and the replacement pricing statement.”.

the Authority is of the opinion that the base prospectus, pricing statement or base prospectus and pricing statement contains or contain a false or misleading statement;

there is an omission from the base prospectus, pricing statement or base prospectus and pricing statement of any information that is required to be included in it under section 243;

the Authority is of the opinion that the base prospectus, pricing statement or base prospectus and pricing statement does or do not comply with the requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,the Authority may, by an order in writing (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the base prospectus and pricing statement relate, direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold.(2) If a base profile statement and a pricing statement have been registered and —

the Authority is of the opinion that the base profile statement, pricing statement or base profile statement and pricing statement contains or contain a false or misleading statement;

there is an omission from the base profile statement, pricing statement or base profile statement and pricing statement of any information that is required to be included in it under section 246;

the Authority is of the opinion that the base profile statement, pricing statement or base profile statement and pricing statement does or do not comply with the requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,the Authority may, by an order in writing (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the base profile statement and pricing statement relate, direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold.”.

a statement in the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement is false or misleading;

there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or

a new circumstance —

has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and

would have been required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,and the failure to so notify would have been materially adverse from the point of view of an investor.”.

a false or misleading statement is contained in —

the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement; or

any application form for the securities or securities‑based derivatives contracts;

there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or

there is an omission to state a new circumstance that —

has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and

would have been required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,the persons mentioned in subsection (4) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.”.

a false or misleading statement is contained in —

the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement; or

any application form for the securities or securities‑based derivatives contracts;

there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or

there is an omission to state a new circumstance that —

has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and

would have been required by section 243 to be included in the base prospectus, pricing statement or base prospectus and pricing statement, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,the persons mentioned in subsection (3) shall be liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or omission.”.

a reference to a prospectus is to be construed as a reference to the base prospectus applicable to every offer under the debenture issuance programme;

a reference to a profile statement is to be construed as a reference to the base profile statement applicable to every offer under the debenture issuance programme;

a reference in sections 240(2), (3) and (9) and 251(3) and (4) of the Act to a preliminary document is to be construed as a reference to the preliminary base prospectus applicable to every offer under the debenture issuance programme.

in a case where an application has been or will be made to an approved exchange to list for quotation or quote those shares or units of shares on the approved exchange, the particulars set out in the Fifth Schedule; or

in any other case, the particulars set out in the Sixth Schedule.

subject to sub‑paragraphs (b) and (c), in a case where an application has been or will be made to an approved exchange to list for quotation or quote those debentures or units of debentures on the approved exchange, the particulars set out in the Seventh Schedule;

in a case where the debentures or units of debentures are asset‑backed securities, the particulars set out in the Eighth Schedule;

in a case where the debentures or units of debentures are structured notes, the particulars set out in the Ninth Schedule; or

in any other case, the particulars set out in the Tenth Schedule.

a prospectus for an ASEAN Offering of shares in a corporation must contain the particulars set out in the ASEAN Equity Securities Disclosure Standards; and

a prospectus for an ASEAN Offering of Plain Debt Securities (other than an offer that is part of a debenture issuance programme) must contain the particulars set out in the ASEAN Debt Securities Disclosure Standards.

subject to sub‑paragraphs (b), (c) and (d), in a case where an application has been or will be made to an approved exchange to list for quotation or quote the debentures or units of debentures on the approved exchange, comply with the requirements specified in the Eleventh Schedule;

in a case where the debentures or units of debentures are asset‑backed securities, comply with the requirements specified in the Twelfth Schedule;

in a case where the debentures or units of debentures are structured notes other than continuously issued structured notes, comply with the requirements specified in the Thirteenth Schedule;

in a case where the debentures or units of debentures are continuously issued structured notes, comply with the requirements specified in the Fourteenth Schedule; or

in any other case, comply with the requirements specified in the Fifteenth Schedule.

only the classes of information set out in the Nineteenth Schedule may be incorporated in the prospectus by reference; (b)the prospectus must —

clearly identify the classes of information that are intended to be incorporated by reference, by stating the paragraphs of the Nineteenth Schedule under which those classes of information are set out;

clearly identify the reference document or part of the reference document that contains the information which is intended to be incorporated by reference;

contain a statement that the person making the offer will provide a copy of the reference document free of charge to any person to whom the offer is made upon that person’s request, during the relevant period of the prospectus as described under section 250(3) of the Act (called in this regulation the validity period); (iv)contain a statement that the reference document is available at the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, during the validity period; (v)contain a statement that the reference document comprises information that investors would reasonably require to make an informed assessment of the investment being offered; and

contain a statement that investors are advised to read the reference document before making an investment decision;

where a person to whom the offer is made asks the person making the offer for the reference document during the validity period, the person making the offer must provide a copy of the reference document free of charge.

where the person making the offer is the issuer —

except in a case mentioned in sub‑paragraph (ii), by every director or equivalent person of the issuer and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State, by an official of that government who is authorised to sign the supplementary document or replacement document on its behalf;

where the person making the offer is an individual and is not the issuer —

except in a case mentioned in sub‑paragraph (ii) —

by that person; and

if the issuer is controlled by that person, one or more related parties of that person, or that person and one or more related parties of that person, by every director or equivalent person of the issuer and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State, by that person;

where the person making the offer is an entity (not being the government of a State) and is not the issuer —

except in a case mentioned in sub‑paragraph (ii) —

by every director or equivalent person of that entity; and

if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties, by every director or equivalent person of the issuer, and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State, by every director or equivalent person of that entity; and

where the person making the offer is the government of a State and is not the issuer —

except in a case mentioned in sub‑paragraph (ii) —

by an official of that government who is authorised to sign the supplementary document or replacement document on its behalf; and

if the issuer is controlled by that government, one or more of its related parties, or that government and one or more of its related parties, by every director or equivalent person of the issuer, and every person who is named in the supplementary document or replacement document as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of another State, by an official of the government of the firstmentioned State who is authorised to sign the supplementary document or replacement document on behalf of the government of the firstmentioned State.

by that director or equivalent person; or

by a person who is authorised in writing by that director or equivalent person to sign on behalf of that director or equivalent person.

by the named person; or

by a person who is authorised in writing by the named person to sign on behalf of the named person.

the document must be lodged using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the document as the Authority may from time to time allow.

every signature on or accompanying the document;

any duly signed form which is part of or which accompanies the document;

any duly signed statement or letter required under the Act or these Regulations to be lodged or submitted together with the document.

the electronic image must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

the electronic image must be lodged or submitted using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the electronic image as the Authority may from time to time allow.

a prospectus, including any document deemed to be a prospectus under section 257 of the Act;

a profile statement;

a base prospectus;

a base profile statement;

a pricing statement;

a supplementary document;

a replacement document;

an offer information statement under section 277 of the Act.

must comply with the following requirements:

the copy of the document must be on paper that is 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

the contents of the copy of the document must be legible; and

must be supplemented by a true and complete electronic image of a signed statement of —

in a case where the person making the offer is an individual —

the person making the offer;

a person authorised in writing by the person making the offer; or

an advocate and solicitor acting on behalf of the person making the offer;

in a case where the person making the offer is an entity —

a director or an equivalent person of the entity;

a person authorised in writing by a director or an equivalent person of the entity; or

an advocate and solicitor acting on behalf of the entity; or

in a case where the person making the offer is the government of a State —

an official of that government who is authorised to sign the statement on its behalf; or

an advocate and solicitor acting on behalf of that government,verifying that the copy of the document in paper form is a true copy of the document lodged with the Authority under regulation 12(1).

the electronic image must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

the electronic image must be lodged or submitted, no later than one business day after the date on which the copy supplemented by the electronic image is provided to the Authority, using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the electronic image as the Authority may from time to time allow.

in a case where the person making the offer is an individual, by a person authorised in writing by the individual;

in a case where the person making the offer is an entity, by a person authorised in writing by a director or an equivalent person, or a proposed director or an equivalent person, of the entity; or

in a case where the person making the offer is the government of a State, by an official of that government who is authorised to sign the document or statement, as the case may be, on its behalf,a true and complete electronic image of the authorisation must be submitted to the Authority, together with the document lodged with the Authority or statement, as the case may be.

the electronic image must be in portable document format (PDF) or such other format as the Authority may from time to time allow;

the electronic image must be lodged or submitted using the Authority’s website accessible at http://www.mas.gov.sg (under “OPERA”), or at https://eservices.mas.gov.sg/opera, or by submitting to the Authority such medium containing the electronic image as the Authority may from time to time allow.

must assign a specific number to each copy of the report;

must keep a record of each person to whom the person issuing the report has distributed a copy of the report, and the number mentioned in sub‑paragraph (a) of the copy distributed to that person;

must include on the front cover of each copy of the report —

the number mentioned in sub‑paragraph (a) that is assigned to that copy of the report;

a prominent statement that the report is distributed to institutional investors only;

a prominent statement that the information contained in the report should not be disclosed by the recipient of the report to any other person;

a prominent disclosure on the nature of any material interest that the person issuing the report has (at the date of the report) in, or in the issue or sale of, the securities or securities‑based derivatives contracts that are the subject of the report; and

a prominent disclosure on any relationship, between the person issuing the report and the person making the offer of the securities or securities‑based derivatives contracts, that is material in the context of the offer;

must not —

distribute any copy of the report; or

disclose any information contained in the report (other than information that is publicly available prior to the date of the report),to any person other than an institutional investor; and

must take all other reasonable steps as are necessary to prevent the leakage of information contained in the report (other than information that is publicly available before the date of the report) to any person who is not an institutional investor, including any person who, in the ordinary course of business, publishes a newspaper, periodical or magazine, or broadcasts by radio, television or other means of broadcasting or communication.

the advertisement or publication (as the case may be) is not false or misleading;

the advertisement or publication (as the case may be) provides a fair and balanced view of the securities or securities‑based derivatives contracts;

the advertisement or publication (as the case may be) presents information in a clear manner, regardless of whether such information is in text or otherwise;

where the advertisement or publication (as the case may be) appears in any medium of communication in visual form, the advertisement or publication (as the case may be) is clearly legible; (e)where the advertisement or publication (as the case may be) appears in any electronic mail or website —

the advertisement or publication (as the case may be) is in a font size of at least 10‑point Times New Roman or a visually equivalent font size of any other standard font typeface; and

any footnote in the advertisement or publication (as the case may be) is not smaller than —

where the font size of the word or statement to which the footnote relates is or is smaller than 20‑point Times New Roman or a visually equivalent font size of any other standard font typeface — 10‑point Times New Roman or a visually equivalent font size of any other standard font typeface;

where the font size of the word or statement to which the footnote relates is larger than 20‑point Times New Roman or a visually equivalent font size of any other standard font typeface but smaller than 29‑point Times New Roman or a visually equivalent font size of any other standard font typeface — half the font size of that word or statement; or

where the font size of the word or statement to which the footnote relates is or is larger than 29‑point Times New Roman or a visually equivalent font size of any other standard font typeface — 14‑point Times New Roman or a visually equivalent font size of any other standard font typeface;

the advertisement or publication (as the case may be) contains the following statement: “This advertisement or publication has not been reviewed by the Monetary Authority of Singapore.”;

where the person disseminating or publishing, or causing the dissemination or publication of, the advertisement or publication (as the case may be) is an entity, a manager of a trust or a trustee‑manager of a business trust, the advertisement or publication (as the case may be) has been approved by the person specified in regulation 18, in the manner set out in that regulation, prior to its dissemination or publication.

read audibly, if the advertisement or publication (as the case may be) is in audio or audiovisual form; or

displayed for at least 5 seconds, if the advertisement or publication (as the case may be) is only in visual form.

the advertisement or publication (as the case may be) does not contain information that, at the time the advertisement or publication (as the case may be) is disseminated or published —

is false or misleading; or

cannot be justified on the facts known to the person responsible for the advertisement or publication (as the case may be);

where the advertisement or publication (as the case may be) is in visual form, the statements mentioned in section 251(8)(a) and (b) of the Act contained in the advertisement or publication (as the case may be) must be clearly legible; (c)where the advertisement or publication (as the case may be) is broadcast by means of any radio, television or audiovisual broadcasting service, or shown in any cinema, the statements mentioned in section 251(8)(a) and (b) of the Act must be —

read audibly, if the advertisement or publication (as the case may be) is in audio or audiovisual form; or

be visually displayed for at least 5 seconds, if the advertisement or publication (as the case may be) is only in visual form.

the senior management of the person which disseminates or publishes, or causes the dissemination or publication, of the advertisement or publication, as the case may be;

an agent of the person mentioned in sub‑paragraph (a); or

a committee of the person mentioned in sub‑paragraph (a).

is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

regulation 17(1)(a) to (f); and

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

records the member’s reasons for being so satisfied in writing; and

gives to the person that member’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub‑paragraph (b).

is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

regulation 17(1)(a) to (f); and

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

records the agent’s reasons for being so satisfied in writing; and

gives to the person the agent’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with the agent’s reasons mentioned in sub‑paragraph (b).

is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

regulation 17(1)(a) to (f); and

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

records the member’s reasons for being so satisfied in writing; and

gives to the person that member’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub‑paragraph (b).

the advertisement or publication (as the case may be) is prepared by any of the following persons (each called in this regulation the preparer) for the person who disseminates or publishes, or causes the dissemination or publication of, the advertisement or publication, as the case may be:

a specified financial adviser within the meaning given by paragraph (b) of the definition of “specified financial adviser” in regulation 2(1) of the Financial Advisers Regulations (Cap. 110, Rg 2); (ii)a holder of a capital markets services licence; and

prior to the person disseminating or publishing, or causing the dissemination or publication of, the advertisement or publication, as the case may be —

the preparer complies with the conditions in paragraph (2); and (ii)the preparer notifies the person in writing that the conditions in paragraph (2) are satisfied.

where the preparer is a specified financial adviser mentioned in paragraph (1)(a)(i) —

the advertisement or publication (as the case may be) is a product advertisement within the meaning given by regulation 2(1) of the Financial Advisers Regulations; and

the advertisement or publication (as the case may be) complies with the requirements mentioned in regulation 22(2) of those Regulations, if it is disseminated or published on or after 10 December 2018;

where the preparer is a holder of a capital markets services licence —

the advertisement or publication (as the case may be) is a product advertisement within the meaning given by regulation 2 of the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10); and

the advertisement or publication (as the case may be) complies with the requirements mentioned in regulation 46(2) of those Regulations, if it is disseminated or published on or after 10 December 2018.

a covenant contained in the debentures or in a trust deed relating to those debentures; or

a provision mentioned in section 271(2)(b) of the Act that is contained in a trust deed relating to those debentures.

where the Act provides otherwise;

where there is any provision to the contrary in —

any covenant that applies to those debentures;

any covenant contained in a trust deed relating to those debentures; or

any covenant in a contract between a trustee of, and the debenture holders secured by, a trust deed relating to those debentures.

whether or not the limitation on the amount that the borrowing entity may borrow, pursuant to the unlisted debentures or the trust deed appointing the trustee for the holders of the unlisted debentures (called in this regulation the relevant trust deed), has been exceeded;

whether or not the borrowing entity and all of its guarantor entities have observed and performed all the covenants and provisions binding on each of them, pursuant to the unlisted debentures or the relevant trust deed, during the period covered by the report;

whether or not any event (that has caused or could cause the unlisted debentures, or any provision of the relevant trust deed, to become enforceable) has happened and, if so, the particulars of that event;

a presentation in a graph chart format of —

the changes in the valuation or bid prices of the unlisted debentures during the period covered by the report; and

the changes in the valuation or bid prices of the unlisted debentures since their issuance to the last day of the period covered by the report;

a description of the factors contributing to the changes in the valuation or bid prices of the unlisted debentures during the period covered by the report;

where any coupon payments had been made during the period covered by the report —

the amount and date of disbursement of those coupon payments; and

if the unlisted debentures were offered with a predetermined formula to determine the amount of those coupon payments, an explanation of the calculation of the actual coupon payments received by holders of the unlisted debentures, and of any significant deviation from the maximum coupon payments set out in the marketing and advertising material or disclosure documents relating to the offer of the unlisted debentures;

whether or not any circumstance affecting the borrowing entity, any of its subsidiaries, or any of its guarantor entities, has occurred which may materially affect —

any security or charge created under the terms and conditions of the unlisted debentures, or the relevant trust deed; or

the ability of the borrowing entity, or of any guarantor entity of the borrowing entity, to fulfil the obligations of the borrowing entity or guarantor entity (as the case may be) under the unlisted debentures, or the relevant trust deed,and, if so, the particulars of those circumstances;

whether or not there has been any substantial change in the nature of the business of the borrowing entity, any of its subsidiaries, or any of its guarantor entities, since the unlisted debentures were first issued, that has not been previously reported upon in any previous semi‑annual report or previously disclosed in accordance with section 268A(4) of the Act, and, if so, the particulars of that substantial change;

where the borrowing entity has deposited money with, or lent money to, or assumed any liability of, a corporation that is related to the borrowing entity —

the particulars of the total amount so deposited or lent or of the total extent of the liability so assumed (as the case may be), during the period covered by the report; and

the particulars of the total amount owing to the borrowing entity in respect of any money so deposited or lent or of the total extent of the liability so assumed (as the case may be), as at the end of the period covered by the report;

where the unlisted debentures have exposure to any reference asset or are secured against any underlying collateral, any matter relating to the reference asset or the underlying collateral that may materially and adversely affect the unlisted debentures;

where, during the period covered by the report, there is any revision in the credit rating of the unlisted debentures, the borrowing entity, any guarantor entity of the borrowing entity, or any reference asset or underlying collateral mentioned in sub‑paragraph (j), the following particulars in relation to each revision:

the name of the credit rating agency that revised the credit rating;

the date on which the credit rating is revised;

the credit rating that was revised;

the revised credit rating;

the reason for the revision in the credit rating;

whether or not any fee or benefit of any kind has been paid by the borrowing entity or any of its related parties to the credit rating agency for providing credit rating services in relation to either or both of the credit ratings mentioned in sub‑paragraphs (iii) and (iv);

whether or not during the period covered by the report there is any change in —

the fee or benefit (if any) paid or to be paid to the credit rating agency for providing credit rating services in relation to the credit rating mentioned in sub‑paragraph (iii); or

where that fee or benefit is calculated based on a formula, such formula,and if so, the reason for such change; (l)any other risk exposure or matter that the borrowing entity is aware of that had, has or will have an adverse impact on the risks and returns, or the price or value, of the unlisted debentures;

the total fees and charges borne by the holders of the unlisted debentures during the period covered by the report.

must be provided in a manner that distinguishes between the deposits, loans and assumptions of liabilities that are secured and those that are unsecured; and

need not include any amount deposited with or lent to, or any liability assumed on behalf of, any corporation that has guaranteed the repayment of the unlisted debentures, and has secured the guarantee by a charge over the corporation’s assets in favour of the trustee for the holders of the unlisted debentures.

an entity the shares of which are listed for quotation on an approved exchange, pursuant to a specified bonus warrant; or

a business trust the units of which are listed for quotation on an approved exchange, pursuant to a specified bonus warrant.

by an entity to an existing member of the entity, to buy, not earlier than 6 months after the date of listing of the right for quotation on an approved exchange, a specified number of securities or securities‑based derivatives contracts of the entity at a given price; or

by the trustee‑manager of a business trust (acting in its capacity as trustee‑manager of the business trust) to an existing unitholder of the business trust, to buy, not earlier than 6 months after the date of listing of the right for quotation on an approved exchange, a specified number of securities or securities‑based derivatives contracts of the business trust at a given price.

the person making the offer gives to each person to whom the offer is made a transaction note in respect of the offer prior to the subscription or purchase of the continuously issued structured notes;

the transaction note, the base prospectus, and any supplementary base prospectus applicable to every offer under the debenture issuance programme, collectively contain the material terms and conditions of the offer;

the person making the offer gives, to each person who subscribed for or purchased the continuously issued structured notes, a confirmation statement within 3 business days after the date of the subscription or purchase of those continuously issued structured notes;

the transaction note contains the following statements:

“This offer is made on the basis of information contained in this transaction note and in the base prospectus and supplementary base prospectus or prospectuses, if any.”;

“This transaction note has not been lodged with or registered by the Monetary Authority of Singapore under Division 1 of Part XIII of the Securities and Futures Act (Cap. 289).”;

“Investors are advised to read the base prospectus and supplementary base prospectus or prospectuses, if any, relating to the offer before accepting the terms set out in this transaction note.”; and

the transaction note and the confirmation statement —

contain all information mentioned in paragraph 1(b) of the Fourteenth Schedule that is applicable to the continuously issued structured notes being offered, and that has been omitted from the base prospectus; and

do not contain any information other than —

information already contained in the base prospectus or supplementary base prospectus or prospectuses, if any;

information on additional risk factors and investment considerations that are specific and relevant to the offer, and that had materially affected, or could materially affect, directly or indirectly —

other information permitted by the Authority.

the prospectus or profile statement relates to an offer of securities or securities‑based derivatives contracts of an entity or a business trust; and

all of the conditions mentioned in paragraph (3) are satisfied.

the offer information statement relates to an offer of securities or securities‑based derivatives contracts of an entity or a business trust; and

all of the conditions mentioned in paragraph (3) are satisfied.

the relevant statement —

is not made by the expert in connection with the offer concerned;

is not made by the expert for the sole benefit of the entity or business trust concerned; and

does not relate specifically to the affairs of the entity or business trust concerned;

the expert is a person whom the persons signing the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2) (as the case may be) reasonably believe to be an expert who —

has no material interest in the success of the issue or sale of the securities or securities‑based derivatives contracts; and

is not acting at the instigation of, or by arrangement with, the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust), a director or proposed director (or an equivalent person) of that entity or trustee‑manager, or a person who has a material interest in the success of the issue or sale of the securities or securities-based derivatives contracts;

the relevant statement is a correct and fair copy or a representation of, or an extract from, a statement made or information published by a source that the persons signing the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2) (as the case may be) reasonably believe to be reliable;

wherever the relevant statement appears in the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2), there is included in the prospectus, profile statement or offer information statement, as the case may be —

a statement that the expert has not consented to the inclusion of the relevant statement for the purposes of section 249 of the Act, and is therefore not liable for the relevant statement under sections 253 and 254 of the Act;

any disclaimer made by the expert, in relation to reliance on the contents of the relevant statement, that the persons signing the prospectus, profile statement or offer information statement (as the case may be) are reasonably aware of;

a statement as to whether the persons signing the prospectus, profile statement or offer information statement (as the case may be) have verified the accuracy of the contents of the relevant statement;

a statement as to whether the persons signing the prospectus, profile statement or offer information statement (as the case may be) have included the relevant statement in its proper form and context in the prospectus, profile statement or offer information statement (as the case may be); and

a proper citation identifying the source, and the location within the source, of the relevant statement, including, where available, the following details of the source:

each author or editor;

the title;

the publication date and every revision date;

where the source is published on a website, the uniform resource locator (URL) and version date.

the person making the offer is a specified financial institution;

the offer is not a closely related offer (as determined in accordance with regulation 35) in relation to another offer of securities or securities‑based derivatives contracts issued by the person within the period of 12 months.

another offer of securities or securities‑based derivatives contracts (other than asset‑backed securities or structured notes); or

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,if —

both the firstmentioned offer and the offer mentioned in sub‑paragraph (a) or (b) form part of a single plan of financing;

both the firstmentioned offer and the offer mentioned in sub‑paragraph (a) or (b) are made for the primary benefit of the same person or persons; or

both the firstmentioned offer and the offer mentioned in sub‑paragraph (a) or (b) are made in connection with the same business or in relation to a common business venture.

another offer of asset‑backed securities or structured notes; or

an offer of units in a collective investment scheme other than a collective investment scheme mentioned in paragraph (1)(b),if any person who makes or is a sponsor of the firstmentioned offer also —

makes or is a sponsor of the offer mentioned in sub‑paragraph (a) or (b); or

is a related corporation or related entity of the person who makes or is a sponsor of the offer mentioned in sub‑paragraph (a) or (b).

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.

the offer satisfies section 272A(8)(c)(i), (ii), (iv) and (v) of the Act; and

before the offer was made, the market‑maker had indicated to the person that the market‑maker did not require the following to be given for any sale of those securities or securities‑based derivatives contracts to the market‑maker:

the statement in writing under section 272A(8)(c)(iii)(A) of the Act;

the notification in writing under section 272A(8)(c)(iii)(B) of the Act.

through a facility (including an electronic means) regularly quotes the prices at which it proposes to acquire or dispose of securities or securities‑based derivatives contracts for its own account; and

is ready, willing and able to effect transactions in the securities or securities‑based derivatives contracts at the quoted prices.

where the offer is an offer of securities or securities-based derivatives contracts that are not units or derivatives of units in a business trust — the offer information statement contains the particulars set out in the Sixteenth Schedule;

where the offer is an offer of units or derivatives of units in a business trust — the offer information statement contains the particulars set out in the Eighteenth Schedule;

where the person making the offer is the issuer —

except in a case mentioned in sub‑paragraph (ii) — the offer information statement is signed by every director or equivalent person of the issuer and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State — the offer information statement is signed by an official of that government who is authorised to sign the offer information statement on its behalf;

where the person making the offer is an individual and is not the issuer —

except in a case mentioned in sub‑paragraph (ii) —

the offer information statement is signed by the person making the offer; and

if the issuer is controlled by the person making the offer, by one or more related parties of that person, or by that person and one or more related parties of that person — the offer information statement is signed by every director or equivalent person of the issuer and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State — the offer information statement is signed by the person making the offer;

where the person making the offer is an entity (not being the government of a State) and is not the issuer —

except in a case mentioned in sub‑paragraph (ii) —

the offer information statement is signed by the person making the offer; and

if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties — the offer information statement is signed by every director or equivalent person of the issuer and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State — the offer information statement is signed by every director or equivalent person of that entity;

where the person making the offer is the government of a State and is not the issuer —

except in a case mentioned in sub‑paragraph (ii) —

the offer information statement is signed by an official of that government who is authorised to sign the offer information statement on its behalf; and

if the issuer is controlled by that government, one or more of its related parties, or that government and one or more of its related parties — the offer information statement is signed by every director or equivalent person of the issuer, and every person who is named in the offer information statement as a proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of another State — the offer information statement is signed by an official of the government of the firstmentioned State who is authorised to sign the offer information statement on behalf of the government of the firstmentioned State.

the particulars set out in the Sixteenth Schedule that are applicable to the subsidiary; and

the particulars set out in that Schedule that are applicable to the listed entity.

by that director or equivalent person; or

by a person who is authorised in writing by that director or equivalent person to sign on behalf of that director or equivalent person.

by the named person; or

by a person who is authorised in writing by the named person to sign on behalf of the named person.

an offer of securities or securities‑based derivatives contracts made outside Singapore, where —

the number of enquiries or applications from persons in Singapore in response to the offer is insubstantial;

the number of persons in Singapore to whom the offer is made is insubstantial;

the number of persons in Singapore, to whom are issued the securities or securities‑based derivatives contracts that are the subject of the offer, is insubstantial; and

the amount raised from persons in Singapore pursuant to the offer is insubstantial;

an offer of securities or securities‑based derivatives contracts made outside Singapore, where —

the offer is not denominated in Singapore dollars;

persons in Singapore are prevented from subscribing for or purchasing the securities or securities‑based derivatives contracts;

adequate checks are made to ensure that the systems or procedures that prevent persons in Singapore from subscribing for or purchasing the securities or securities‑based derivatives contracts are effective;

the offer is not made to or directed at persons in Singapore, whether electronically or otherwise;

there is in place a prominent disclaimer in relation to the offer comprising a statement mentioned in paragraph (2);

the materials used for the offer do not contain any information that is specifically relevant to persons in Singapore; and

the offer is not mentioned in, or directly accessible from, any source that is intended for persons in Singapore.

is made to or directed at only persons outside Singapore; and (b)may be acted upon only by persons outside Singapore.

Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 (G.N. No. S 611/2005);

Securities and Futures (Offers of Investments) (Business Trusts) (No. 2) Regulations 2005 (G.N. No. S 612/2005).

Securities and Futures (Offers of Investments) (Shares and Debentures) (Specified Entities for Issuing Structured Notes) Notification 2008 (G.N. No. S 106/2008);

Securities and Futures (Offers of Investments) (Shares and Debentures) (Specified Entities for Issuing Structured Notes) (No. 2) Notification 2008 (G.N. No. S 357/2008).

any prospectus lodged with the Authority before 8 December 2018;

any prospectus mentioned in sub‑paragraph (a) that is deemed by section 240(10)(a) of the Act to be lodged on or after 8 December 2018;

any offer information statement (other than an offer information statement mentioned in section 277(1AC)(a) of the Act) lodged with the Authority before 8 December 2018.

the reference in regulation 9(1)(a) to “the particulars set out in the Fifth Schedule” is to be read as a reference to “either the particulars set out in the Fifth Schedule or the particulars set out in the Fifth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(1)(b) to “the particulars set out in the Sixth Schedule” is to be read as a reference to “either the particulars set out in the Sixth Schedule or the particulars set out in the Sixth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(3)(a) to “the particulars set out in the Seventh Schedule” is to be read as a reference to “either the particulars set out in the Seventh Schedule or the particulars set out in the Seventh Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(3)(b) to “the particulars set out in the Eighth Schedule” is to be read as a reference to “either the particulars set out in the Eighth Schedule or the particulars set out in the Eighth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(3)(c) to “the particulars set out in the Ninth Schedule” is to be read as a reference to “either the particulars set out in the Ninth Schedule or the particulars set out in the Ninth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(3)(d) to “the particulars set out in the Tenth Schedule” is to be read as a reference to “either the particulars set out in the Tenth Schedule or the particulars set out in the Tenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(5)(a) to “the requirements specified in the Eleventh Schedule” is to be read as a reference to “either the requirements specified in the Eleventh Schedule or the requirements specified in the Eleventh Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(5)(b) to “the requirements specified in the Twelfth Schedule” is to be read as a reference to “either the requirements specified in the Twelfth Schedule or the requirements specified in the Twelfth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(5)(c) to “the requirements specified in the Thirteenth Schedule” is to be read as a reference to “either the requirements specified in the Thirteenth Schedule or the requirements specified in the Thirteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(5)(d) to “the requirements specified in the Fourteenth Schedule” is to be read as a reference to “either the requirements specified in the Fourteenth Schedule or the requirements specified in the Fourteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(5)(e) to “the requirements specified in the Fifteenth Schedule” is to be read as a reference to “either the requirements specified in the Fifteenth Schedule or the requirements specified in the Fifteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 38(1)(a) and (2) to “the particulars set out in the Sixteenth Schedule” is to be read as a reference to “either the particulars set out in the Sixteenth Schedule or the particulars set out in the Sixteenth Schedule to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005”;

the reference in regulation 9(2) to “the particulars set out in the Seventeenth Schedule” is to be read as a reference to “either the particulars set out in the Seventeenth Schedule or the particulars set out in the Fourth Schedule to the Securities and Futures (Offers of Investments) (Business Trusts) (No. 2) Regulations 2005 (disregarding, for this purpose, the words “UNDER SECTION 282F(1) OF THE ACT” in the Schedule title)”; and

the reference in regulation 38(1)(b) to “the particulars set out in the Eighteenth Schedule” is to be read as a reference to “either the particulars set out in the Eighteenth Schedule or the particulars set out in the Fifth Schedule to the Securities and Futures (Offers of Investments) (Business Trusts) (No. 2) Regulations 2005 (disregarding, for this purpose, the words “UNDER SECTION 282ZB OF THE ACT” in the Schedule title)”.