Statute Details
- Title: Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) (No. 2) Order 2018
- Act Code: SFA2001-S297-2018
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Authorising Provision: Section 284A of the Securities and Futures Act
- Enacting Authority: Monetary Authority of Singapore (MAS)
- Citation: SL 297/2018
- Date Made: 9 May 2018
- Commencement: 16 May 2018
- Status: Current version as at 27 Mar 2026
- Key Provisions: Sections 1 (Citation and commencement); 2 (Disapplication of Division 2 of Part XIII of the Act)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) (No. 2) Order 2018 is a targeted regulatory instrument issued by the Monetary Authority of Singapore (MAS). In substance, it creates a limited exemption from certain requirements in the Securities and Futures Act (SFA) by disapplying “Division 2 of Part XIII” of the Act for a specific type of offer—namely, an offer of units in a collective investment scheme (CIS)—issued by a named entity.
Rather than rewriting the core framework of the SFA, the Order operates as a narrow carve-out. It declares that Division 2 of Part XIII does not apply to qualifying offers made by Astrea IV Pte. Ltd. for a defined period and subject to a financial cap. This kind of disapplication order is typically used where MAS considers that applying the relevant statutory division would be unnecessary, disproportionate, or otherwise inappropriate for the particular transaction structure or circumstances.
Practically, the Order matters to lawyers advising on CIS offerings, regulatory compliance, and documentation for capital raising. It affects how the SFA’s Part XIII Division 2 regime applies to a particular issuance of CIS units, which can influence disclosure obligations, offer documentation requirements, and the regulatory pathway for the transaction.
What Are the Key Provisions?
Section 1 (Citation and commencement) is straightforward. It provides the formal name of the Order and states that it comes into operation on 16 May 2018. For practitioners, the commencement date is important for determining whether the disapplication is available for offers made on or after that date (subject to the additional conditions in section 2).
Section 2 (Disapplication of Division 2 of Part XIII of the Act) is the substantive provision. MAS declares that Division 2 of Part XIII of the SFA does not apply to an offer of units in a CIS issued by Astrea IV Pte. Ltd. (UEN 201724741N). The disapplication is not open-ended; it is conditional and limited in two main ways: timing and size.
First, the disapplication applies only to offers made on or before 31 July 2018. This creates a clear cut-off date. Offers made after that date would fall outside the scope of the Order and would therefore potentially be subject again to Division 2 of Part XIII (unless another exemption or disapplication applies).
Second, the disapplication applies only where the aggregate principal amount of all the issued units does not exceed US$530 million. This is a quantitative threshold. The phrase “aggregate principal amount of all the issued units” indicates that the relevant measure is not merely the principal amount of a particular tranche or subscription, but the total principal amount across the issued units for the relevant offering. Lawyers should therefore treat this as a compliance “cap” that must be monitored to ensure the offering remains within the permitted limit.
In effect, section 2 creates a “window” and a “ceiling”: offers by Astrea IV Pte. Ltd. made by 31 July 2018 and with aggregate principal amount not exceeding US$530 million are carved out from Division 2 of Part XIII. If either condition is not satisfied—late offer date or exceeding the principal amount cap—the disapplication would not apply, and the underlying statutory requirements in Division 2 would likely need to be complied with.
Finally, the Order includes the formal signature block of MAS’s Managing Director, Ravi Menon, and references the enabling and administrative context (including a citation to CFI CIS/2017/12 and AG/LEGIS/SL/289/2015/27 Vol. 1). While these references are not operative conditions, they can be useful for practitioners seeking background materials or understanding the regulatory history of the transaction.
How Is This Legislation Structured?
This Order is extremely concise and consists of two sections only.
Section 1 deals with the citation and commencement. It tells readers what the Order is called and when it takes effect.
Section 2 provides the operative disapplication. It identifies (i) the specific division of the SFA being disapplied (Division 2 of Part XIII), (ii) the specific issuer (Astrea IV Pte. Ltd.), (iii) the type of instrument (units in a collective investment scheme), and (iv) the conditions (offers on or before 31 July 2018; aggregate principal amount not exceeding US$530 million).
Because the Order is a disapplication order, it does not set out a full compliance regime of its own. Instead, it modifies the application of an existing statutory division. Practitioners therefore need to read the Order together with the relevant provisions in the SFA (Division 2 of Part XIII) to understand what is being removed or suspended for the specified transaction.
Who Does This Legislation Apply To?
The Order applies to offers of units in a collective investment scheme issued by Astrea IV Pte. Ltd. It is not a general exemption for all CIS issuers or all offers. The disapplication is tied to a named legal entity and a specific offering context.
In terms of persons affected, the primary practical impact is on the issuer and those involved in the distribution or marketing of the CIS units—such as arrangers, placement agents, and advisers—because the disapplication changes the regulatory obligations that would otherwise attach under Division 2 of Part XIII. However, the Order’s legal effect is directed at the applicability of the statutory division itself, meaning that the compliance analysis for the transaction must incorporate the Order’s conditions.
Additionally, the Order’s scope is limited by the two conditions in section 2. Even for Astrea IV Pte. Ltd., the disapplication is only available for offers made on or before 31 July 2018 and only if the aggregate principal amount of issued units does not exceed US$530 million. Offers outside those parameters would not benefit from the disapplication.
Why Is This Legislation Important?
Although short, this Order can be highly significant for deal execution and regulatory planning. For practitioners, the key point is that it provides a transaction-specific regulatory relief by disapplying a particular division of the SFA. Where Division 2 of Part XIII would otherwise impose requirements, the disapplication can reduce the compliance burden, alter the required disclosures, or change the regulatory pathway for the offering.
From a risk management perspective, the Order also creates a compliance “checklist” that must be managed throughout the offering period. Lawyers should ensure that internal deal teams track (i) the offer date relative to 31 July 2018 and (ii) the aggregate principal amount relative to the US$530 million cap. Because the threshold is expressed in terms of aggregate principal amount of all issued units, there is a real possibility of inadvertent breach if subscriptions, tranches, or amendments cause the total principal amount to exceed the cap.
Enforcement relevance follows from the conditional nature of the disapplication. If the conditions are not met, the disapplication would not apply, and the issuer could face regulatory consequences for non-compliance with Division 2 of Part XIII. Therefore, the Order is not merely a drafting curiosity; it is a critical component of the legal basis for any “lighter-touch” compliance approach for the specified CIS units.
Finally, this Order illustrates MAS’s approach to tailoring the SFA framework to particular circumstances. For practitioners, it is a useful reference point when advising on whether similar disapplication relief might be sought in other transactions—though any such relief would almost certainly be fact-specific, issuer-specific, and condition-specific.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular, Part XIII (especially Division 2) and section 284A (the enabling provision for disapplication orders)
- Futures Act — referenced in the provided metadata as related legislation (though the operative text of this Order is anchored in the SFA)
- Legislation Timeline / MAS legislative instruments — for version control and cross-referencing to the correct instrument date
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) (No. 2) Order 2018 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.