Statute Details
- Title: Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 8) Regulations 2006
- Act Code: SFA2001-S162-2006
- Type: Subsidiary Legislation (sl)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Power Used: Section 337(1) of the Securities and Futures Act
- Commencement: 15 March 2006
- Legislation Number: SL 162/2006
- Status: Current version as at 27 March 2026 (per the legislation portal)
- Key Provisions: Section 1 (citation and commencement), Section 2 (definitions), Section 3 (exemption)
- Relevant Act Provisions Exempted: Sections 197 and 198 of the Securities and Futures Act
What Is This Legislation About?
The Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Bonds) (No. 8) Regulations 2006 (“Stabilising Action Exemption Regulations”) creates a targeted regulatory exemption from certain market conduct rules in the Securities and Futures Act. In practical terms, it permits specified parties to take “stabilising action” in relation to particular bond issues without triggering the prohibitions contained in sections 197 and 198 of the Act.
Stabilising action is a common feature of bond issuance and underwriting. When new bonds are launched, market makers or underwriters may intervene—within limits and for a limited period—to help maintain orderly trading and reduce price volatility. The policy rationale is to support liquidity and orderly markets during the initial period after issuance, while still protecting investors from manipulative or misleading conduct.
This set of Regulations is highly specific: it applies only to two named bond issues (the “2017 Bonds” and the “2035 Bonds”), issued by the Republic of Indonesia, and only during a defined window after issuance (30 days from the date of issue). It also limits who can benefit from the exemption and sets a minimum consideration threshold for certain categories of participants.
What Are the Key Provisions?
1) Citation and commencement (Regulation 1)
Regulation 1 provides the short title and states that the Regulations come into operation on 15 March 2006. This matters for compliance timing: parties must ensure that any stabilising activity intended to rely on the exemption falls within the legal framework in force at the relevant time.
2) Definitions (Regulation 2)
Regulation 2 is crucial because the exemption is only as broad as its defined terms. It defines:
- “2017 Bonds”: the Republic of Indonesia’s 11-year 6.875% bonds due on 9 March 2017, issued for a principal amount of up to US$1,000,000,000.
- “2035 Bonds”: the Republic of Indonesia’s 29-year and 7-month 8.50% bonds due on 12 October 2035, issued for a principal amount of up to US$1,000,000,000.
- “securities”: refers to the definition in section 239(1) of the Securities and Futures Act.
- “stabilising action”: 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, the specified bonds in order to stabilise or maintain the market price of those bonds in Singapore or elsewhere.
Two points are particularly practitioner-relevant. First, the exemption is tied to stabilising action by Barclays Bank PLC or its related corporations—so other market participants cannot assume they can rely on this exemption unless they fall within that defined stabiliser group. Second, the definition expressly covers actions taken in Singapore or elsewhere, reflecting the cross-border nature of bond markets and the reality that stabilisation may occur through trading venues outside Singapore.
3) The exemption from sections 197 and 198 (Regulation 3)
The core operative provision is Regulation 3. It states that sections 197 and 198 of the Act shall not apply to stabilising action taken in respect of the specified bonds, subject to strict conditions.
(a) Exemption for the 2017 Bonds
Under Regulation 3(1), the exemption applies to stabilising action taken in respect of the 2017 Bonds within 30 days from the date of issue, with stabilising action conducted by one of the following categories:
- (i) an institutional investor;
- (ii) a “relevant person” as defined in section 275(2) of the Act; or
- (iii) a person who acquires the 2017 Bonds as principal, provided the consideration for the acquisition 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.
(b) Exemption for the 2035 Bonds
Regulation 3(2) mirrors the structure for the 2035 Bonds. Again, the exemption applies to stabilising action taken in respect of the 2035 Bonds within 30 days from the date of issue, and again only where the stabilising activity is undertaken with one of the three categories listed above (institutional investor; relevant person; or principal acquirer meeting the $200,000 minimum consideration threshold).
Practical compliance implications
For counsel advising issuers, arrangers, underwriters, or trading desks, the exemption should be treated as a narrow safe harbour rather than a general permission. The exemption is conditional on:
- Bond identity: only the specifically defined “2017 Bonds” and “2035 Bonds” qualify.
- Time window: stabilising action must occur within 30 days from the date of issue.
- Stabiliser identity: “stabilising action” is defined as action by Barclays Bank PLC or its related corporations.
- Counterparty/participant category: the exemption applies only when the stabilising action is taken with an institutional investor, a relevant person, or a principal acquirer meeting the minimum consideration threshold.
- Transaction value threshold: for principal acquirers, the consideration must be at least $200,000 (or equivalent) per transaction, including via exchange of securities or other assets.
Although the Regulations do not reproduce the text of sections 197 and 198, the legal effect is clear: the exemption removes the applicability of those prohibitions to the specified stabilising conduct. In practice, this is often relevant to concerns about market manipulation, misleading market conduct, or improper trading practices during issuance.
How Is This Legislation Structured?
The Regulations are short and structured around three provisions:
- Regulation 1 (Citation and commencement) sets the legal identity and start date.
- Regulation 2 (Definitions) defines the bond instruments, the stabilising action concept, and cross-references to the Securities and Futures Act definitions.
- Regulation 3 (Exemption) is the operative clause, providing the exemption from sections 197 and 198 of the Act, with separate subsections for the 2017 Bonds and the 2035 Bonds, and shared conditions (30-day period; specified participant categories; and the $200,000 threshold for principal acquirers).
Who Does This Legislation Apply To?
On its face, the exemption is designed for participants in the issuance and trading of the specified Indonesian sovereign bonds. It is particularly relevant to Barclays Bank PLC and its related corporations, because the definition of “stabilising action” is anchored to their conduct. However, the exemption’s availability also depends on the category of the counterparty or participant involved in the stabilising activity.
Accordingly, the Regulations apply to stabilising action taken within the relevant period by persons acting in the capacity of an institutional investor, a relevant person (as defined in section 275(2) of the Act), or a principal acquirer who meets the minimum consideration requirement. Parties outside these categories should assume the exemption will not protect them from the operation of sections 197 and 198.
Why Is This Legislation Important?
This legislation is important because it provides a legally recognised mechanism for stabilisation during bond issuance while maintaining the integrity of Singapore’s market conduct regime. Without an exemption, stabilising trades—depending on how the underlying prohibitions are drafted and interpreted—could expose participants to regulatory risk. The Regulations therefore facilitate market functioning by carving out a controlled exception.
For practitioners, the key value lies in the precision of the safe harbour. The Regulations do not offer a blanket exemption for all stabilisation activities. Instead, they specify the bond issues, the stabiliser (Barclays Bank PLC and related corporations), the geographical scope (Singapore or elsewhere), the time limit (30 days from issue), and the participant categories and transaction value threshold. This precision supports defensible compliance decisions and reduces ambiguity during underwriting and post-issuance trading.
From an enforcement and risk perspective, counsel should treat reliance on this exemption as requiring documentary discipline. Firms should be able to demonstrate: (i) the bonds traded match the defined “2017” or “2035” instruments; (ii) stabilising activity occurred within the 30-day window; (iii) the stabilising action was taken by the defined stabiliser group; and (iv) where the participant is a principal acquirer, the consideration threshold is met per transaction. Where these elements cannot be evidenced, the exemption may not apply.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular sections 197, 198, 337(1), and the definition of “relevant person” in section 275(2).
- Futures Act (as referenced in the platform metadata/timeline context).
- Stabilising Act (as referenced in the platform metadata/timeline context).
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. 8) Regulations 2006 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.