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Exemption for stabilising action taken on approved exchange or overseas exchange

Securities and Futures (Market Conduct) (Exemptions) Regulations 2006

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—(1) Sections 197, 198, 218(2) and 219(2) of the Act shall not apply in relation to any stabilising action referred to in paragraph (2) taken in respect of an offer, if and only if the stabilising manager undertaking the stabilising action, and every dealer acting on behalf of the stabilising manager, complies with paragraphs (3) to (15) in carrying out the stabilising action.(2) For the purpose of paragraph (1), the stabilising action shall be in respect of an offer which fulfils all of the following conditions which are applicable to it:(a)in the case where the relevant specified products are or are intended to be listed on an approved exchange, the stabilising action is taken on the approved exchange;(b)in the case where the relevant specified products are or are intended to be listed on both an approved exchange and an overseas exchange, the stabilising action is taken on either the approved exchange or the overseas exchange on which the relevant specified products are or are intended to be listed, or on both;(c)the total value of the specified products being offered, calculated based on the offer price, is not less than $25 million (or its equivalent in a foreign currency);(d)in the case where the specified products being offered are debentures, the total nominal value of the debentures that the stabilising manager buys to undertake stabilising action does not exceed 20% of the total nominal value of the debentures being offered prior to any over-allotment, if applicable;(e)in the case where the specified products being offered are not debentures, the total number of the specified products that the stabilising manager buys to undertake stabilising action does not exceed 20% of the total number of the specified products being offered prior to any over-allotment, if applicable;(f)the offer document states —(i)that stabilising action may be taken in respect of the relevant specified products;(ii)the maximum period during which stabilising action may be taken;(iii)the total nominal value or number, as the case may be, of the relevant specified products which are the subject of an over-allotment option, if applicable; and(iv)the total nominal value or number, as the case may be, of the relevant specified products that the stabilising manager may buy to undertake stabilising action, which shall not exceed the nominal value or number prescribed in sub-paragraph (d) or (e), as the case may be;(g)a public announcement has been made, through the approved exchange on which the relevant specified products are or are intended to be listed, before the end of the trading day of that approved exchange immediately following the closing date of the offer, stating —(i)that such specified products may be subject to stabilising action;(ii)the maximum period during which stabilising action may be taken;(iii)the total nominal value or number, as the case may be, of the relevant specified products which are the subject of an over-allotment option, if applicable; and(iv)the total nominal value or number, as the case may be, of the relevant specified products that the stabilising manager may buy to undertake stabilising action, which shall not exceed the nominal value or number prescribed in sub-paragraph (d) or (e), as the case may be;(h)the offer is on cash terms and is to be, is or has been, made at a specified price payable in any currency.(3) No stabilising action in respect of an offer shall be taken before —(a)the date of commencement of trading in the specified products being offered on the approved exchange; or(b)in a case where the relevant specified products are offered on both an approved exchange and an overseas exchange, the earlier of the dates of commencement of trading in the specified products being offered on each of the exchanges.(4) No stabilising action in respect of an offer shall be taken after —(a)the expiry of a period of 30 calendar days after —(i)the date of commencement of trading in the specified products being offered on the approved exchange; or (ii)in a case where the relevant specified products are offered on both an approved exchange and an overseas exchange, the earlier of the dates of commencement of trading in the specified products being offered on each of the exchanges; or(b)the stabilising manager has bought, whether on the approved exchange, the overseas exchange or both, the total nominal value or number of the relevant specified products that the stabilising manager may buy to undertake stabilising action as stated in the offer document under paragraph (2)(f),whichever occurs first.(5) The stabilising manager shall —(a)take stabilising action only after he is reasonably satisfied that the price of the relevant specified products is not false or misleading; and(b)continue with the stabilising action only after he is reasonably satisfied that the price of the relevant specified products has not become false or misleading other than by reason of any stabilising action.(6) No stabilising action may be taken in respect of an offer at a price higher than the price specified in the second column of the Schedule, or its equivalent in a foreign currency based on the relevant exchange rate immediately prior to each stabilising action, under the circumstances corresponding to that price in the first column thereof.(7) Subject to paragraph (8), the stabilising manager, whether by itself or through one or more of its associates, shall not effect or cause to be effected, directly or indirectly, any sell order of the relevant specified products during the period in which stabilising action is permitted under this regulation.(8) Nothing in paragraph (7) shall prohibit —(a)the stabilising manager; or (b)an associate of the stabilising manager, in that associate’s capacity as a dealer,from —(i)executing any sell order of the relevant specified products for a person who is not an associate of the issuer of the offer; or(ii)selling the relevant specified products on behalf of the issuer as part of the offer (including pursuant to any underwriting commitment).(9) The stabilising manager shall —(a)keep a register in such form as the approved exchange on which the relevant specified products are listed may require; and(b)record in the register the particulars of each transaction to buy the relevant specified products entered into in connection with the stabilising action, including the price and quantity and name of the dealer, before the end of the day on which the transaction is entered into.(10) Where the register referred to in paragraph (9) is kept in Singapore, it shall be made available by the stabilising manager for inspection by the Authority, or the approved exchange on which the relevant specified products are listed, within such time as may be stipulated by the Authority or that approved exchange, as the case may be.(11) Where the register referred to in paragraph (9) is kept outside Singapore —(a)it shall be capable of being brought into Singapore and made available by the stabilising manager for inspection by the Authority, or the approved exchange on which the relevant specified products are listed, within such time as may be stipulated by the Authority or that approved exchange, as the case may be; or(b)if it is not capable of being brought into Singapore, a copy of the register certified to be a true copy by the stabilising manager shall be brought into Singapore and made available by the stabilising manager for inspection by the Authority, or the approved exchange on which the relevant specified products are listed, within such time as may be stipulated by the Authority or that approved exchange, as the case may be.(12) The stabilising manager shall —(a)before the closing date of the offer of the relevant specified products, inform the approved exchange on which the relevant specified products are or are intended to be listed of the name of any dealer, whether in Singapore or elsewhere, appointed by the stabilising manager to take the stabilising action; and(b)inform that approved exchange of any subsequent change of dealer immediately upon such change.(13) Where, pursuant to any stabilising action, a transaction to buy any relevant specified products has been effected, the stabilising manager shall make a public announcement through the approved exchange on which the relevant specified products are listed of the nominal value or number of the specified products bought by the stabilising manager and the price range, no later than 12 noon on the first full trading day of that approved exchange immediately following the day on which the transaction was effected, whether in Singapore or elsewhere.(14) The stabilising manager shall make a public announcement through the approved exchange on which the relevant specified products are listed of the cessation of any stabilising action, whether in Singapore or elsewhere, no later than the start of the trading day of that approved exchange immediately following the day of cessation of the stabilising action.(15) No stabilising action in respect of an offer shall be taken after the public announcement of the cessation referred to in paragraph (14).

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