Singapore legislation
Regulation 4
Regulation 4
Exemption for “pre-deal investor education” communications in respect of GLB offer or intended GLB offer
Subregulation 1
A person (X) is exempt from section 251(1) of the Act for making an oral or written communication concerning a GLB offer or intended GLB offer of to‑be‑listed GLB products if all of the following conditions are satisfied:
X is not —
the person making the offer; (ii)the GLB issuer; or (iii)any director or equivalent person of the person making the offer, or of the GLB issuer;
a registration statement has been filed with the SEC under the U.S. Securities Act in connection with the offer or listing of those to‑be‑listed GLB products on the U.S. Exchange;
the communication satisfies all of the following conditions:
the recipients of the communication are institutional investors or accredited investors; (ii)the communication takes place only after the filing of the registration statement with the SEC;
all the information in the communication is consistent with the registration statement, other than information relating to the market or sector concerned and not specific to the GLB issuer; (iv)the communication does not contain (whether expressly or by implication), and is not made in or accompanied by —
an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of the to‑be-listed GLB products; or
an invitation to any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of the to‑be-listed GLB products;
X takes such reasonable steps as are necessary to prevent the leakage of information contained in the communication to persons who are not those mentioned in paragraph (1)(c)(i).
Subregulation 2
For the purpose of paragraph (1)(a), a reference to the person making the offer is, where the to‑be‑listed GLB products being offered are SDRs, to the person treated as the person who makes the offer under section 239AA(3)(b) of the Act.
Subregulation 3
In this regulation —
Definition
“GLB issuer”, “GLB offer”, “SEC”, “to‑be‑listed GLB products”, “U.S. Exchange” and “U.S. Securities Act” have the meanings given by regulation 2(1) of the Securities and Futures (Part 13A) (Global Listing Board and U.S. Exchange) Regulations 2026;
Definition
“SDR” has the meaning given by section 239AA(1) of the Act.