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Application of section 251 of Act to GLB offers: “testing the waters” exception

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

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—(1) Section 251 of the Act applies in relation to a GLB offer or intended GLB offer, subject to the modification in this regulation.(2) The following subsections are inserted after section 251(4) of the Act:“(4A) Despite subsection (6), a person (X) does not contravene subsection (1) for making an oral or written communication concerning a GLB offer or intended GLB offer of to‑be‑listed GLB products, if all the following conditions are satisfied:(a)X is the GLB issuer, the person that intends to make an offer of the to‑be‑listed GLB products, or a person authorised to act on behalf of the GLB issuer or the person intending to make the offer;(b)the communication is made with potential investors that are, or that X reasonably believes are, persons described in Rule 163B(c) of the U.S. Securities Act (17 C.F.R. §230.163B);(c)the communication is made for the purpose of determining whether those potential investors might have an interest in the GLB offer or intended GLB offer.(4B) For the purpose of subsection (4A)(a), a reference to the person that intends to make an offer of to‑be‑listed GLB products is, where the to‑be‑listed GLB products are SDRs, to the person who would be treated as the person who makes the offer under section 239AA(3)(b) of the Act, if the offer is actually made.”.

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