Statute Details
- Title: Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 30) Regulations 2005
- Act Code: SFA2001-S850-2005
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Enacting Power: Made by the Monetary Authority of Singapore (MAS) under section 337(1) of the Securities and Futures Act
- Citation: SL 850/2005
- Commencement: 27 December 2005
- Key Provisions: Section 1 (citation and commencement); Section 2 (definitions); Section 3 (exemption)
- Regulatory Status (as provided): Current version as at 27 March 2026
What Is This Legislation About?
The Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 30) Regulations 2005 is a targeted regulatory instrument. In plain terms, it creates a limited exemption from certain “market conduct” rules in the Securities and Futures Act for stabilising activities carried out in relation to a specific bond issue.
Market conduct rules are designed to prevent manipulation and to ensure fair dealing in securities markets. However, in some bond offerings, stabilising actions may be permitted to help manage short-term price volatility immediately after issuance. This Regulations sets out when stabilising action is allowed and, crucially, who may take it and under what conditions.
Although the Regulations is short, it is highly specific: it defines the “Bonds” by reference to a particular issuer, bond tenor, conversion feature, and issuance size. It also defines “stabilising action” by reference to the stabilising party (Barclays Bank PLC and related corporations) and the purpose (stabilising or maintaining market price). The exemption then applies only within a defined time window after the bonds are issued and only for specified categories of counterparties.
What Are the Key Provisions?
Section 1 (Citation and commencement) is straightforward. It provides the short title and states that the Regulations come into operation on 27 December 2005. For practitioners, this matters mainly for determining the regulatory baseline for any conduct occurring around the bond issuance and for aligning compliance documentation with the effective date.
Section 2 (Definitions) is the core of the Regulations because it precisely identifies the scope of the exemption. Three definitions are particularly important:
(1) “Bonds”: The Regulations defines “Bonds” as the 5-year and 1-month 1% convertible bonds due January 2011 issued by Shiv-Vani Oil & Gas Exploration Services Ltd. for a principal amount of up to US$55 million. The bonds are convertible into equity shares of the same issuer, with each equity share having a par value of 10 Indian Rupees. This definition is highly granular and effectively “locks” the exemption to that particular instrument and issue.
(2) “securities”: The term “securities” takes its meaning from section 239(1) of the Securities and Futures Act. This cross-reference ensures that the exemption operates within the broader statutory framework governing securities regulation.
(3) “stabilising action”: This is defined as an action taken in Singapore or elsewhere by Barclays Bank PLC (or any of its related corporations) to buy, or to offer or agree to buy, any of the Bonds in order to stabilise or maintain the market price of the Bonds in Singapore or elsewhere. The definition is important because it captures not only actual purchases but also offers or agreements to purchase—conduct that may be relevant to how stabilisation is implemented operationally (e.g., through conditional orders, commitments, or arrangements).
Section 3 (Exemption) is the operative provision. It provides that Sections 197 and 198 of the Act shall not apply to stabilising action taken in respect of any of the Bonds, within 30 days from the date of issue, provided the stabilising action is taken with certain categories of counterparties.
In practical terms, Sections 197 and 198 of the Securities and Futures Act are the provisions that would otherwise restrict or regulate conduct that could be characterised as market manipulation or improper dealing. This Regulations carves out a narrow safe harbour for stabilisation activities, but only when the statutory conditions are met.
The exemption applies where stabilising action is taken with one of the following:
- (a) an institutional investor;
- (b) a “relevant person” as defined in section 275(2) of the Act;
- (c) a person who acquires the Bonds as principal, provided that the consideration is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether paid in cash or by exchange of securities or other assets.
For practitioners, the $200,000 threshold in paragraph (c) is a key compliance checkpoint. It is transaction-based (“for each transaction”), and it applies regardless of whether the consideration is paid in cash or via exchange of securities or other assets. This means that deal structuring (including non-cash consideration) must be assessed against the threshold to determine whether the exemption remains available.
Finally, the time limitation—within 30 days from the date of issue—is equally critical. Even if all other conditions are satisfied (correct bonds, correct stabiliser, correct counterparties), stabilising action outside the 30-day window would fall outside the exemption and would therefore be subject to the general application of Sections 197 and 198.
How Is This Legislation Structured?
This Regulations is structured in a conventional format for Singapore subsidiary legislation, with a short set of provisions:
Section 1 sets out the citation and commencement date.
Section 2 provides definitions that determine the scope of the exemption—particularly the definitions of “Bonds” and “stabilising action”.
Section 3 contains the exemption itself, specifying which Act provisions are disapplied, the time window, and the categories of counterparties.
Notably, the Regulations does not contain separate “procedural” requirements (such as notification, reporting, or record-keeping) within the extract provided. Instead, it operates as a substantive carve-out from the Act’s market conduct rules, with compliance largely driven by meeting the defined conditions.
Who Does This Legislation Apply To?
The exemption is directed at stabilising action in relation to the defined Bonds. The definition of “stabilising action” restricts the stabiliser to Barclays Bank PLC and its related corporations. Accordingly, the exemption is relevant primarily to the stabilising manager or dealer executing stabilisation activities, as well as to counterparties involved in those transactions.
However, the exemption’s availability depends on who the stabilising action is taken with. The Regulations therefore applies in practice to: (i) transactions with institutional investors; (ii) transactions with relevant persons (as defined in the Act); and (iii) transactions with persons acquiring the bonds as principal where the $200,000 per transaction consideration threshold is satisfied.
Because the exemption is time-limited and instrument-specific, it does not operate as a general stabilisation permission for all bonds or all issuers. It is best understood as a bespoke regulatory permission for a particular bond issue and a particular stabilisation programme.
Why Is This Legislation Important?
For market participants, the significance of this Regulations lies in its role as a safe harbour. Stabilising actions can be commercially important in bond offerings, particularly where liquidity is thin or where the initial trading period may involve volatility. Without an exemption, stabilising purchases or related arrangements could be scrutinised under the general market conduct prohibitions in the Securities and Futures Act.
This Regulations reduces legal uncertainty by clarifying that, for the specified Bonds and within the specified period, stabilising action by the defined stabiliser will not trigger the application of Sections 197 and 198—provided the counterparty categories and consideration thresholds are met. This can be critical for legal sign-off on offering documents, underwriting agreements, and stabilisation procedures.
From an enforcement and compliance perspective, the conditions are narrow and therefore require careful operational control. Practitioners should ensure that:
- the stabilisation relates to the exact Bonds as defined (issuer, instrument terms, conversion feature, and issuance size);
- the stabilisation is carried out by Barclays Bank PLC or its related corporations;
- the stabilising activity occurs within 30 days from the date of issue;
- counterparties fall within the permitted categories (institutional investor, relevant person, or principal acquirer meeting the $200,000 per transaction threshold); and
- the consideration analysis is correct where non-cash consideration is used (because the threshold applies to cash or exchange of securities/other assets).
In short, this Regulations is important because it balances market integrity with practical market-making needs during the immediate post-issuance period. It does so by disapplying specific statutory provisions only when the stabilisation programme is tightly bounded by time, instrument, actor, and counterparty conditions.
Related Legislation
- Securities and Futures Act (Cap. 289) — including Sections 197, 198, 239(1), 275(2), and the enabling power in section 337(1)
- Futures Act (as referenced in the provided metadata)
- Stabilising Act (as referenced in the provided metadata)
- Timeline (as referenced in the provided metadata)
Source Documents
This article provides an overview of the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 30) Regulations 2005 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.