Statute Details
- Title: Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 48) Regulations 2004
- Act Code: SFA2001-S721-2004
- Type: Subsidiary Legislation (sl)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Enacting power: Section 337(1) of the Securities and Futures Act
- Citation: SL 721/2004
- Commencement: 8 December 2004
- Status: Current version as at 27 March 2026 (per the legislation portal)
- Key provisions: Section 2 (definitions); Section 3 (exemption)
What Is This Legislation About?
The Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 48) Regulations 2004 is a targeted regulatory instrument that creates a narrow exemption from certain market conduct rules under the Securities and Futures Act (the “SFA”). In practical terms, it permits specified stabilising conduct in relation to a particular bond issuance—without the usual statutory restrictions that would otherwise apply.
Stabilising action is a common feature of certain debt and securities offerings. Market participants may buy (or arrange to buy) securities shortly after issuance to support or maintain the trading price, particularly during the early period when liquidity is thin and price discovery is still developing. However, stabilisation can resemble market manipulation if not carefully bounded. Singapore’s market conduct framework therefore regulates stabilising behaviour, and exemptions are typically granted only where the conduct is structured and limited.
This Regulations’ scope is highly specific: it is tied to a defined set of “Notes” (a particular US dollar fixed rate notes issuance by Woori Bank) and a defined set of actors (Barclays Bank PLC and its related corporations). It also limits the exemption to a defined time window—within 30 days from the date of issue of the Notes—and to stabilising action taken in respect of those Notes.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the formal name of the Regulations and states that they came into operation on 8 December 2004. For practitioners, this matters when assessing whether stabilising activities occurred within the legal framework and whether any enforcement analysis would consider the exemption as available at the relevant time.
Section 2 (Definitions) is central because it determines what conduct is covered. The Regulations define two key terms:
(1) “Notes” means the 5-year US dollar fixed rate notes due December 2009 issued by Woori Bank for a principal amount of up to US$300 million, issued under Woori Bank’s US$4,000,000,000 Global Medium Term Note Programme. This definition is not generic; it is an identification mechanism that ties the exemption to a particular instrument and issuance programme.
(2) “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. The definition is broad enough to cover not only actual purchases but also offers or agreements to purchase—reflecting that stabilisation may be executed through arrangements rather than only spot buying.
Section 3 (Exemption) is the operative provision. It states that Sections 197 and 198 of the SFA shall not apply to any stabilising action taken in respect of any of the Notes within 30 days from the date of issue, with respect to stabilising action taken by either:
- (a) a person referred to in section 274 of the SFA; or
- (b) a sophisticated investor as defined in section 275(2) of the SFA.
Although the extract does not reproduce Sections 197 and 198 of the SFA, the structure indicates that those sections impose restrictions or prohibitions relevant to market conduct (commonly, rules concerning market manipulation, false trading, or improper dealings). The Regulations carve out stabilising action from those prohibitions, but only when the stabilisation is performed within the specified parameters.
Time limitation (30 days from issue) is a key compliance boundary. Stabilising action outside the 30-day window would not benefit from the exemption under this Regulations, meaning the general SFA market conduct provisions would apply. For transaction counsel, this creates an immediate need for deal documentation, trading logs, and operational controls to ensure that stabilising activity is tracked and confined to the permitted period.
Actor/person limitation is equally important. The exemption is not available to any market participant. It is limited to stabilising action taken by a person within the category in section 274 of the SFA or by a sophisticated investor. This means that the exemption’s availability depends on the identity and status of the stabilising party, not merely the nature of the trades.
Geographical element appears in the definition of stabilising action: it may be taken “in Singapore or elsewhere” to stabilise or maintain the market price “of the Notes in Singapore or elsewhere.” This reflects the reality of cross-border securities trading and suggests that the exemption is intended to cover stabilisation conducted in multiple markets, not only on Singapore exchanges.
How Is This Legislation Structured?
The Regulations are concise and structured around three provisions:
- Section 1 sets out the citation and commencement.
- Section 2 provides definitions for “Notes” and “stabilising action,” which effectively delimit the scope of the exemption.
- Section 3 creates the exemption from specified SFA provisions (Sections 197 and 198) for stabilising action meeting the defined criteria (instrument, actor, and time window).
There are no additional parts or schedules in the extract, which is consistent with a regulation designed to address a specific issuance and a specific compliance need.
Who Does This Legislation Apply To?
In substance, the Regulations apply to parties involved in stabilising the defined Woori Bank notes issuance. The exemption is designed for stabilising activity carried out by Barclays Bank PLC or its related corporations, as captured by the definition of “stabilising action.” However, Section 3 further conditions the exemption on the stabilising party being within the category of a person referred to in section 274 of the SFA or being a sophisticated investor under section 275(2) of the SFA.
Accordingly, the practical applicability is not limited to the issuer or the investor base. It is directed at market conduct by those who may execute or arrange stabilising trades. For legal practice, this means advising not only issuers and arrangers, but also the trading desks and compliance teams of the relevant financial institutions, as well as any sophisticated investors who may participate in stabilising arrangements.
Why Is This Legislation Important?
This Regulations is important because it demonstrates how Singapore’s market conduct regime balances two competing objectives: (1) allowing legitimate market practices that support orderly trading after issuance, and (2) preventing stabilisation from becoming a vehicle for market distortion. By exempting stabilising action from Sections 197 and 198 of the SFA, the Regulations provide legal certainty for stabilisation strategies that meet the defined conditions.
From a compliance perspective, the exemption is valuable but also narrow. The 30-day limit, the specific identification of the Notes, and the restricted categories of persons mean that firms cannot assume that “stabilisation” is always permitted. Instead, counsel should treat this as an example of how stabilisation must be carefully structured and documented to fit within the exemption’s boundaries.
Enforcement risk remains if stabilising activity falls outside the exemption. If stabilising trades are executed after the 30-day period, involve different instruments, or are carried out by parties not covered by the relevant SFA categories, the exemption would not apply and the general market conduct prohibitions could be engaged. Practitioners should therefore recommend robust internal controls: pre-trade legal checks, post-trade monitoring, and retention of evidence showing the stabilising purpose and the timing of the trades.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular Sections 197, 198, 274, 275(2), and the regulation-making power in section 337(1).
- Futures Act (mentioned in the metadata timeline context)
- Stabilising Act (mentioned in the metadata timeline context)
- Timeline (legislation portal reference)
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. 48) Regulations 2004 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.