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Application of offer provisions to GLB offers made in connection with U.S. offerings or listings

Securities and Futures (Part 13A) (Global Listing Board and U.S. Exchange) Regulations 2026

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—(1) The offer provisions (other than sections 251 and 277 of the Act) apply in relation to a GLB offer using a prospectus and made either in connection with an offer in the U.S., or a listing on the U.S. Exchange, of the same capital markets products, subject to the modifications in this regulation.(2) The following subsections apply in place of section 240(8) and (8A) of the Act:“(8) The Authority may register a prospectus or a profile statement on any day between the date of its lodgment with the Authority and 21 days after that date (both dates inclusive), unless —(a)the Authority gives to the person making the offer a notice of an opportunity to be heard under subsection (15);(b)the Authority gives to the person making the offer a notice of an extension, in which case the Authority may, not later than 28 days from the date of lodgment of the prospectus or profile statement —(i)register the prospectus or profile statement; or(ii)give the person making the offer a notice of an opportunity to be heard under subsection (15);(c)the person making the offer applies in writing to extend the period during which the prospectus or profile statement may be registered, and the Authority grants an extension as it thinks fit, in which case the Authority may, at any time up to and including the date on which the extended period ends —(i)register the prospectus or profile statement; or(ii)give the person making the offer a notice of an opportunity to be heard under subsection (15); or(d)the person making the offer gives a written notice to the Authority to withdraw the lodgment of the prospectus or profile statement, in which case the Authority must not register the prospectus or profile statement.(8A) Where, after a notice of an opportunity to be heard has been given under subsection (8)(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the prospectus or profile statement, the Authority may proceed with the registration on such date as it considers appropriate.”.(3) Section 240AA of the Act does not apply.(4) Section 241(7) of the Act does not apply.(5) Section 243 of the Act applies with the following modifications:(a)the following subsection applies in place of subsection (1):“(1) A prospectus for a GLB offer must contain —(a)in a case where a filing has been or will be made to register the offer and sale of the to‑be‑listed GLB products that are the subject of the GLB offer with the SEC and to list them on the U.S. Exchange — the particulars to be included in a prospectus as specified by —(i)the U.S. Securities Act; and(ii)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;(b)in a case where paragraph (a) does not apply and the to‑be‑listed GLB products that are the subject of the GLB offer have been or will be registered with the SEC under the U.S. Exchange Act and listed on the U.S. Exchange — the particulars to be included in a prospectus, in respect of an equivalent offer in the U.S., as specified by —(i)the U.S. Securities Act; and(ii)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;(c)in a section with the heading “Risk Factors”, a disclosure of the risk factors that are specific to the GLB offer and the listing on the GLB (as distinct from, or additional to, the equivalent offer in the U.S. or listing on the U.S. Exchange), that had materially affected, or could materially affect (directly or indirectly), investors of the to‑be‑listed GLB products that are the subject of the GLB offer; and(d)on the front cover, the particulars in the First Schedule to the Securities and Futures (Part 13A) (Global Listing Board and U.S. Exchange) Regulations 2026 (G.N. No. S 426/2026).”;(b)subsections (2), (3), (4), (5) and (8) do not apply;(c)the following subsections apply in place of subsections (4A) and (4B):“(4A) The particulars mentioned in subsection (1) may be incorporated in the prospectus by reference to any document (called in this subsection and subsection (4B) 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.(4B) For the purposes of this Division, the particulars incorporated by reference to the reference document are to be regarded as part of the prospectus.”.

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