Singapore legislation
Regulation 35
Regulation 35
Determination of closely related offer for small offer and private placement
Subregulation 1
For the purposes of sections 272A(5) and 272B(3) of the Act and regulation 34, an offer of securities or securities‑based derivatives contracts (other than asset‑backed securities or structured notes) is a closely related offer in relation to —
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.
Subregulation 2
For the purposes of sections 272A(5) and 272B(3) of the Act and regulation 34, an offer of asset‑backed securities or structured notes is a closely related offer in relation to —
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).
Subregulation 3
In considering whether both the firstmentioned offer in paragraph (1) and the offer mentioned in paragraph (1)(a) or (b) meet any requirement under paragraph (1)(c), (d) or (e), regard is to 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 this regulation —
Definition
“related corporation” and “related entity” have the meanings given by the Fourth Schedule;
Definition
“sponsor” —
in relation to an offer of asset-backed securities, means the entity that initiates the securitisation transaction (in respect of which the asset‑backed securities are issued) by originating or acquiring and packaging, either directly or indirectly, a group of assets for resale as asset‑backed securities; and
in relation to an offer of structured notes, means the entity that initiates the synthetic securitisation transaction (in respect of which the structured notes are issued) by originating and packaging, either directly or indirectly, exposure to a group of reference assets for sale in the form of structured notes.