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)
- Enacting power: Section 337(1) of the Securities and Futures Act
- Commencement: 15 March 2006
- Legislation status: Current version as at 27 March 2026
- Key provisions: Section 1 (citation and commencement), Section 2 (definitions), Section 3 (exemption)
- Regulatory focus: Exemption from market conduct provisions for “stabilising action” in relation to specified Indonesian government bonds
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 is a targeted regulatory instrument. In essence, it carves out a limited exemption from certain market conduct restrictions in the Securities and Futures Act (the “SFA”) for stabilising activities carried out in connection with two specific bond issues.
In bond markets, “stabilisation” is a practice often used during or shortly after issuance to help manage short-term price volatility. However, stabilising conduct can overlap with conduct that market regulators treat as potentially manipulative. This legislation addresses that tension by allowing stabilising action—if it is carried out within defined parameters and by defined categories of persons—without triggering the relevant SFA provisions.
The Regulations are narrow in scope: they apply only to stabilising action taken in respect of the “2017 Bonds” and “2035 Bonds” (both issued by the Republic of Indonesia) and only within a specified time window from the date of issue. The exemption is also conditional on who performs the stabilising action and the minimum consideration paid for the acquisition of the relevant bonds.
What Are the Key Provisions?
1. Citation and commencement (Section 1)
Section 1 provides the short title and states that the Regulations come into operation on 15 March 2006. This is important for practitioners assessing whether stabilising conduct occurred within the legal framework and whether the exemption was available at the time of the relevant transactions.
2. Definitions (Section 2)
Section 2 defines the specific instruments and activities covered by the exemption.
- “2017 Bonds” are defined as the 11-year 6.875% bonds due on 9 March 2017 issued by the Republic of Indonesia for a principal amount of up to US$1,000,000,000.
- “2035 Bonds” are defined as the 29-year and 7-month 8.50% bonds due on 12 October 2035 issued by the Republic of Indonesia for a principal amount of up to US$1,000,000,000.
- “stabilising action” means 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, either:
- the 2017 Bonds to stabilise or maintain the market price of the 2017 Bonds in Singapore or elsewhere; or
- the 2035 Bonds to stabilise or maintain the market price of the 2035 Bonds in Singapore or elsewhere.
For legal analysis, the definition is crucial because it limits the exemption to stabilising actions that are (i) in relation to the specified bonds, (ii) undertaken by Barclays Bank PLC or its related corporations, and (iii) aimed at stabilising or maintaining market price. The “taken in Singapore or elsewhere” wording also indicates that the exemption is not geographically confined to Singapore trading venues; it focuses on the action and its regulatory relevance.
3. The exemption from Sections 197 and 198 of the SFA (Section 3)
Section 3 is the operative provision. It states that Sections 197 and 198 of the SFA shall not apply to stabilising action taken in respect of the specified bonds, subject to strict conditions.
Time window: The stabilising action must be taken within 30 days from the date of issue of the relevant bonds. This is a classic stabilisation constraint: it allows short-term market support while limiting the risk of prolonged price influence.
Eligible persons: For both bond series, the exemption applies only if the stabilising action is taken with one of the following categories of counterparties/participants:
- (a) an institutional investor;
- (b) a relevant person as defined in section 275(2) of the SFA;
- (c) a person who acquires the bonds as principal, provided the transaction consideration meets the minimum threshold.
Minimum consideration threshold (for principal acquisitions): Where the stabilising action involves a person acquiring the bonds as principal, the exemption applies only if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction. The Regulations clarify that the consideration may be paid in cash or by exchange of securities or other assets.
Practical effect: The exemption is designed to permit stabilisation in a controlled manner. It does not provide a blanket immunity for any stabilising conduct. Instead, it narrows the exemption to stabilising actions by Barclays (and related corporations) and to transactions involving institutional or regulated counterparties, or principal acquisitions meeting a meaningful minimum value.
4. Separate exemptions for each bond series (Sections 3(1) and 3(2))
Section 3(1) applies to stabilising action in respect of the 2017 Bonds, and Section 3(2) applies to stabilising action in respect of the 2035 Bonds. The conditions are materially the same in both subsections: the 30-day window, the eligible categories of persons, and the $200,000 minimum consideration for principal acquisitions.
How Is This Legislation Structured?
The Regulations are structured in a straightforward, three-section format:
- Section 1 sets out the citation and commencement.
- Section 2 provides definitions that identify the specific bonds and define what counts as “stabilising action”.
- Section 3 contains the exemption—the operative rule that excludes the application of SFA Sections 197 and 198 to qualifying stabilising action.
There are no additional Parts or complex schedules in the extract provided. The legal work therefore focuses on interpreting the defined terms and ensuring that the factual matrix of the stabilising conduct fits within the exemption’s conditions.
Who Does This Legislation Apply To?
Although the exemption is framed as an exemption from the application of SFA provisions, it effectively governs the conduct of market participants engaged in stabilising activities for the specified bond issues. The definition of “stabilising action” is the gateway: it requires that the stabilising action be taken by Barclays Bank PLC or its related corporations.
Accordingly, the Regulations are most relevant to (i) Barclays and its related entities performing stabilisation, and (ii) the counterparties involved in the stabilising transactions—namely institutional investors, “relevant persons” under the SFA, and principal acquirers meeting the minimum consideration threshold. For practitioners, this means that compliance analysis must consider not only the stabiliser’s identity and timing, but also the status of the counterparty and the economics of the transaction (particularly the $200,000 minimum consideration requirement for principal acquisitions).
Why Is This Legislation Important?
This Regulations matters because it provides a legally sanctioned route for stabilising conduct in a regulated market context. Without such an exemption, stabilisation activities could potentially be caught by market conduct prohibitions in the SFA—particularly those aimed at preventing market manipulation or misleading price formation.
From a compliance and risk perspective, the exemption is valuable precisely because it is conditional. It gives market participants a clearer basis to structure stabilisation activities in a way that avoids regulatory breach. For example, the 30-day limit from the date of issue is a critical compliance control point: stabilisation outside that window would likely fall outside the exemption.
Additionally, the Regulations impose a counterparty/economic threshold discipline. The requirement that stabilising action be taken with institutional investors or “relevant persons” (or with principal acquirers meeting the $200,000 minimum consideration) helps ensure that stabilisation is conducted in a manner consistent with professional market participation and meaningful transaction scale. Practitioners advising on bond issuance documentation, stabilisation procedures, and trade allocation should therefore map each stabilising trade to these criteria.
Finally, the instrument is bond-specific. It does not create a general stabilisation regime for all bonds; it is tailored to the 2017 and 2035 Indonesian bond issues. That specificity is important when advising issuers, arrangers, or trading desks: the exemption’s availability depends on the exact bond series and the defined stabilising action concept.
Related Legislation
- Securities and Futures Act (Cap. 289) — particularly Sections 197, 198, and the definition of “relevant person” in section 275(2); and the regulation-making power in section 337(1).
- Stabilising Act (as referenced in the metadata) — relevant for the broader stabilisation framework (if applicable to the stabilisation regime in Singapore).
- Futures Act (as referenced in the metadata) — potentially relevant for cross-market conduct concepts, though the operative exemption here is under the SFA.
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.