Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 28) Regulations 2005

These Regulations may be cited as the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 28) Regulations 2005 and shall come into operation on 12th December 2005.

In these Regulations, unless the context otherwise requires —“2008 Bonds” means the 3-year convertible bonds due December 2008 issued by Bharati Shipyard Limited for a principal amount of up to US$20 million, which are convertible into fully paid ordinary shares of Bharati Shipyard Limited with a par value of 10 Indian Rupees each;“2010 Bonds” means the 5-year convertible bonds due December 2010 issued by Bharati Shipyard Limited for a principal amount of up to US$80 million, which are convertible into fully paid ordinary shares of Bharati Shipyard Limited with a par value of 10 Indian Rupees each;“securities” has the same meaning as in section 239(1) of the Act;“stabilising action” means an action taken in Singapore or elsewhere by Citigroup Global Markets Limited, or any of its related corporations, to buy, or to offer or agree to buy —

any of the 2008 Bonds in order to stabilise or maintain the market price of the 2008 Bonds in Singapore or elsewhere; or

any of the 2010 Bonds in order to stabilise or maintain the market price of the 2010 Bonds in Singapore or elsewhere.

Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the 2008 Bonds, within 30 days from the date of issue of the 2008 Bonds, with —

an institutional investor;

a relevant person as defined in section 275(2) of the Act; or

a person who acquires the 2008 Bonds as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.

Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the 2010 Bonds, within 30 days from the date of issue of the 2010 Bonds, with —

an institutional investor; (b)a relevant person as defined in section 275(2) of the Act; or

a person who acquires the 2010 Bonds as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.

Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the 2008 Bonds, within 30 days from the date of issue of the 2008 Bonds, with —

an institutional investor;

a relevant person as defined in section 275(2) of the Act; or

a person who acquires the 2008 Bonds as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.

Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the 2010 Bonds, within 30 days from the date of issue of the 2010 Bonds, with —

an institutional investor; (b)a relevant person as defined in section 275(2) of the Act; or

a person who acquires the 2010 Bonds as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.