Singapore legislation
Regulation 11
of Securities and Futures (Part 13A) (Global Listing Board and U.S. Exchange) Regulations 2026
Regulation 11
Application of section 277 of Act to OIS offers made in connection with U.S. offerings
Subregulation 1
Section 277 of the Act applies in relation to an OIS offer of capital markets products, subject to the modifications in this regulation.
Subregulation 2
The following paragraphs apply in place of section 277(1)(b) of the Act:“(b)the GLB issuer lodges with the Authority an offer information statement that satisfies the following:
in a case where a filing has been or will be made to register the offer and sale of the capital markets products that are the subject of the OIS offer with the SEC — the statement contains the particulars to be included in a prospectus as specified by —
the U.S. Securities Act; and
the SEC Form for which the GLB issuer is eligible, including without limitation SEC Form S‑1, SEC Form F‑1, SEC Form S‑3, SEC Form F‑3, SEC Form S‑4 or SEC Form F‑4;
in a case where sub‑paragraph (i) does not apply and the capital markets products that are the subject of the OIS offer have been or will be registered with the SEC under the U.S. Exchange Act — the statement contains the particulars to be included in a prospectus, in respect of an equivalent offer in the U.S., as specified by —
the U.S. Securities Act; and
the SEC Form for which the GLB issuer is eligible, including without limitation SEC Form S‑1, SEC Form F‑1, SEC Form S‑3, SEC Form F‑3, SEC Form S‑4 or SEC Form F‑4;
the statement discloses, in a section with the heading “Risk Factors”, the risk factors that are specific to the OIS offer (as distinct from, or additional to, the equivalent offer in the U.S.), that had materially affected, or could materially affect (directly or indirectly), investors of the capital markets products that are the subject of the OIS offer;
the front cover of the statement sets out the particulars in the Second Schedule to the Securities and Futures (Part 13A) (Global Listing Board and U.S. Exchange) Regulations 2026;”.
Subregulation 3
The following subsections are inserted after section 277(1AD) of the Act:“(1AE) For the purpose of subsection (1)(c)(i), an offer information statement in that provision is considered to have complied with a requirement as to any particular mentioned in subsection (1)(b), if that particular is incorporated in the offer information statement by reference to any document (called in this subsection and subsection (1AF) the reference document) that is permitted under the U.S. Exchange Act, the U.S. Securities Act, or the applicable SEC Form, to be incorporated by reference in a prospectus.(1AF) For the purposes of this Division, any particular incorporated by reference to the reference document is to be regarded as part of the offer information statement.”.