Statute Details
- Title: Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 17) Regulations 2004
- Act Code: SFA2001-S269-2004
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Enacting power: Section 337(1) of the Securities and Futures Act
- Commencement: 11 May 2004
- Key provisions: Section 1 (Citation and commencement); Section 2 (Definitions); Section 3 (Exemption)
- Regulatory status: Current version as at 27 Mar 2026 (per the legislation timeline)
- Instrument number: SL 269/2004
What Is This Legislation About?
The Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 17) Regulations 2004 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 issuance.
Stabilising action is a common feature of securities markets: when new securities are issued, market makers or arrangers may take steps to support or maintain the trading price for a short period. However, market conduct legislation typically restricts conduct that could distort price formation or mislead investors. This set of Regulations balances those concerns by allowing stabilisation in a narrow, defined context.
Here, the exemption is designed for stabilising action involving “Notes” that are precisely identified in the Regulations: 3-year floating rate notes due May 2007 issued by the Kingdom of Thailand, up to a principal amount of US$1,000 million. The exemption is also time-limited and applies only to stabilising action carried out by specified categories of counterparties (as defined by reference to the Securities and Futures Act).
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the legal identity and effective date of the Regulations. It states that the Regulations may be cited as the “Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 17) Regulations 2004” and that they come into operation on 11 May 2004. For practitioners, this matters when assessing whether stabilising conduct occurred within the regulatory framework.
Section 2 (Definitions) is crucial because it tightly constrains the scope of the exemption. Two terms are defined:
(i) “Notes” means the 3-year floating rate notes due May 2007 issued by the Kingdom of Thailand for a principal amount of up to US$1,000 million.
(ii) “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 any of the Notes in order to stabilise or maintain the market price of the Notes in Singapore or elsewhere.
These definitions do two things. First, they ensure that the exemption is not general-purpose; it is tied to a particular issuer, instrument type, maturity, and size. Second, they restrict the actors: stabilising action must be carried out by Barclays Bank PLC or its related corporations. This is a classic legislative technique for controlling regulatory exceptions—limiting them to the conduct that regulators have assessed and are willing to permit.
Section 3 (Exemption) is the operative provision. It provides that, subject to paragraph (2), sections 197 and 198 of the Securities and Futures Act shall not apply to stabilising action carried out in respect of any of the Notes with either:
(a) a person referred to in section 274 of the Act; or
(b) a sophisticated investor as defined in section 275(2) of the Act.
Although the extract does not reproduce sections 197 and 198, the structure indicates that those sections contain prohibitions or restrictions relevant to market conduct—likely rules that would otherwise limit stabilisation or related dealing practices. The Regulations therefore carve out a specific exemption: stabilising action by the defined stabiliser (Barclays and related corporations) can proceed without triggering the prohibitions in sections 197 and 198, but only when the dealing is with the specified categories of counterparties.
Section 3(2) (Time limitation) imposes a hard stop. The exemption does not apply to stabilising action carried out at any time after the expiry of the period of 30 calendar days from the date of issuance of the Notes. This means that even if all other conditions are satisfied—correct Notes, correct stabiliser, and correct counterparty—the exemption is unavailable once the 30-day window has passed.
For legal practitioners, this time limit is often the most operationally significant condition. It affects compliance planning, recordkeeping, and the design of stabilisation programmes. It also creates a clear boundary for enforcement risk: stabilising conduct after the permitted period may fall back within the scope of the Securities and Futures Act provisions that were otherwise disapplied.
How Is This Legislation Structured?
This Regulations is short and structured around three sections:
Section 1 sets out citation and commencement.
Section 2 provides definitions that determine the scope of the exemption (the specific Notes and the meaning of stabilising action).
Section 3 creates the exemption by disapplying specified Securities and Futures Act provisions (sections 197 and 198) to stabilising action, subject to counterparty conditions and a 30-day post-issuance limit.
There are no additional parts or complex schedules in the extract. The legislative drafting is therefore “precision by definition”: the Regulations rely on narrow definitions and cross-references to the Securities and Futures Act to control when and how the exemption can be used.
Who Does This Legislation Apply To?
The Regulations apply to stabilising action in respect of the defined “Notes” (Kingdom of Thailand 3-year floating rate notes due May 2007, up to US$1,000 million) when such action is taken by Barclays Bank PLC or its related corporations. The exemption is not available to other market participants acting independently; the stabiliser must fall within the defined group.
In addition, the exemption is conditional on the identity of the counterparty. Stabilising action must be carried out with either (i) a person referred to in section 274 of the Securities and Futures Act, or (ii) a sophisticated investor as defined in section 275(2). Practically, this means that the exemption is aimed at dealings with investors or counterparties that meet the Act’s threshold categories—typically reflecting a regulatory judgment that such counterparties are better positioned to understand market conduct risks.
Finally, the exemption is time-bound: it applies only during the first 30 calendar days following the date of issuance of the Notes. After that period, the exemption ceases to apply, and stabilising conduct would need to be assessed under the general Securities and Futures Act market conduct provisions.
Why Is This Legislation Important?
This Regulations is important because it demonstrates how Singapore’s market conduct framework accommodates market practices like price stabilisation while maintaining investor protection and market integrity. Stabilisation can support orderly trading in newly issued securities, but it can also risk misleading price signals if not properly constrained. By disapplying specific statutory provisions only for a narrow set of circumstances, the Regulations provides legal certainty for authorised stabilisation programmes.
For practitioners advising issuers, arrangers, dealers, or compliance teams, the key value of this instrument lies in its conditional exemption. It provides a defensible basis to structure stabilising activities without breaching the prohibitions in sections 197 and 198 of the Securities and Futures Act—provided that the programme stays within the defined parameters: the exact Notes, the specified stabiliser, the permitted counterparty categories, and the 30-day limit.
From an enforcement and risk perspective, the Regulations also clarifies where compliance failures are likely to occur. The most common issues in practice are (i) stabilisation continuing beyond the permitted window, (ii) stabilising dealings being conducted with counterparties outside the defined categories, or (iii) stabilisation being attempted by entities not covered by the definition of stabilising action (i.e., not Barclays or its related corporations). Because the exemption is drafted as a disapplication of specific Act provisions, falling outside the exemption can expose conduct to the full force of the underlying market conduct rules.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular sections 197, 198, 274, 275(2), and the enabling power 337(1).
- Futures Act (noting the metadata reference; relevance depends on cross-instrument regulatory context).
- Stabilising Act (metadata reference; relevance depends on the specific legislative framework governing stabilisation activities).
Source Documents
This article provides an overview of the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 17) Regulations 2004 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.