Statute Details
- Title: Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 9) Regulations 2005
- Act Code: SFA2001-S95-2005
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289), specifically section 337(1)
- Commencement: 23 February 2005
- Enacting Authority: Monetary Authority of Singapore (MAS)
- Regulation Number: SL 95/2005
- Key Provisions:
- Section 1: Citation and commencement
- Section 2: Definitions of “Notes” and “stabilising action”
- Section 3: Exemption from sections 197 and 198 of the Securities and Futures Act for specified stabilising action
- Status: Current version as at 27 March 2026 (per legislation database display)
What Is This Legislation About?
The Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Notes) (No. 9) Regulations 2005 is a targeted regulatory instrument. In plain terms, it creates a narrow exemption from certain “market conduct” rules in the Securities and Futures Act (the “SFA”) for a specific type of trading activity—namely, stabilising purchases or offers—conducted in relation to a defined bond/notes issuance.
Stabilising action is a common feature of securities markets. When new notes are issued, market makers or arrangers may buy (or offer to buy) the notes to help maintain orderly trading and reduce excessive price volatility immediately after issuance. However, stabilising activity can resemble conduct that market conduct provisions are designed to prevent—such as manipulative trading or misleading price formation. This is why the SFA contains provisions restricting certain dealings, while allowing exemptions where stabilising is permitted under controlled conditions.
This particular set of Regulations is not a general stabilisation regime. Instead, it is an “issue-specific” exemption: it applies only to stabilising action taken in respect of a particular issuance of US dollar fixed rate notes by Rizal Commercial Banking Corporation, and only within a defined time window and by specified entities. The Regulations therefore function as a legal “permission slip” for stabilisation in a particular deal, rather than a broad authorisation for all issuers or all note types.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the formal name of the Regulations and states that they come into operation on 23 February 2005. For practitioners, commencement matters because the exemption can only be relied upon for stabilising action occurring after the Regulations are in force (unless the SFA or general principles provide otherwise, which is not indicated in the extract).
Section 2 (Definitions) is crucial because it tightly constrains the scope of the exemption. Two definitions drive the entire legal effect:
- “Notes” are defined as the 3-year US$ fixed rate notes due February 2008 issued by Rizal Commercial Banking Corporation for a principal amount of up to US$300 million. This means the exemption is tied to a specific instrument (tenor, currency, issuer, maturity, and size cap).
- “Stabilising action” is defined as an action taken in Singapore or elsewhere by UBS AG Singapore Branch (or any of its related corporations) to buy, or 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. This definition is equally restrictive: it limits the permitted stabilisation conduct to a particular stabilising party (UBS AG Singapore Branch and its related corporations) and to the purpose of stabilisation/price maintenance.
Section 3 (Exemption) provides the operative legal relief. It states that sections 197 and 198 of the SFA shall not apply to stabilising action taken in respect of any of the Notes, within 30 days from the date of issue, with stabilising action carried out 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.
In practical terms, Section 3 creates a time-limited exemption from the SFA’s market conduct restrictions for stabilising activity in the specified notes. The exemption is conditional on both timing (within 30 days from the date of issue) and counterparty/participant status (the stabilising action must involve a person falling within section 274 or a sophisticated investor under section 275(2)).
Although the extract does not reproduce sections 197 and 198 or the referenced sections 274 and 275, the structure indicates that those provisions likely regulate dealing conduct that could be characterised as market manipulation or improper trading. The Regulations therefore carve out stabilisation activity from those prohibitions, but only where the activity is consistent with the defined stabilising purpose and is undertaken by permitted participants within the defined period.
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 determine the scope of “Notes” and “stabilising action”.
- Section 3 contains the exemption from specified SFA provisions, including the time limit and the participant categories that qualify for the exemption.
From a practitioner’s perspective, the Regulations are best read as a “scope document”: Section 2 defines what is covered, and Section 3 defines what is exempted and under what conditions. There are no additional procedural requirements, reporting obligations, or detailed stabilisation mechanics in the extract; those may exist in the SFA generally or in other stabilisation-related subsidiary legislation, but for this instrument the operative content is the exemption itself.
Who Does This Legislation Apply To?
These Regulations apply to stabilising action in relation to the defined “Notes” (Rizal Commercial Banking Corporation’s 3-year US$ fixed rate notes due February 2008, up to US$300 million). The stabilising action must be taken by UBS AG Singapore Branch or its related corporations, and it must be directed to stabilise or maintain the market price of the Notes in Singapore or elsewhere.
In addition, Section 3 restricts the exemption to stabilising action carried out within 30 days from the date of issue and involving either a person falling within section 274 of the SFA or a sophisticated investor under section 275(2). This means that even where the stabiliser is UBS (or a related corporation), the exemption’s availability depends on the legal status of the relevant counterparty/participant as captured by those SFA definitions.
Why Is This Legislation Important?
This Regulations is important because it demonstrates how Singapore’s market conduct framework balances two competing objectives: (1) preventing manipulative or improper market behaviour, and (2) allowing legitimate market practices that support orderly issuance and trading. Stabilisation can be beneficial to market functioning, but it can also be misused. The exemption therefore operates as a controlled exception rather than a blanket permission.
For legal practitioners advising issuers, arrangers, or trading desks, the key value of this instrument lies in its precision. It is not enough to know that stabilisation is generally permitted; the exemption must be matched to the exact notes, the exact stabiliser, the exact time window, and the exact category of persons involved. Missing any of these elements could expose the stabilising trades to the application of the SFA’s market conduct provisions that the Regulations otherwise exclude.
From an enforcement and compliance standpoint, the Regulations also provide a clear compliance anchor. If a stabilising programme is structured to fall within the defined “stabilising action” and is executed within the 30-day post-issue period, counsel can more confidently assess whether the relevant dealing restrictions in sections 197 and 198 are inapplicable. Conversely, if stabilisation continues beyond the 30-day window, or if the trades are not within the defined notes or not undertaken by the defined stabiliser group, the exemption would likely not apply.
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 (as referenced in the legislation metadata)
- Stabilising Act (as referenced in the legislation metadata)
- Timeline (legislation database timeline 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. 9) Regulations 2005 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.