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 (Order)
- Authorising Act: Securities and Futures Act (Cap. 289) (specifically, section 284A)
- Order Number: SL 297/2018
- Date Made: 9 May 2018
- Date of Commencement: 16 May 2018
- Status: Current version as at 27 Mar 2026
- Key Provisions:
- Section 1: Citation and commencement
- Section 2: Disapplication of Division 2 of Part XIII of the Securities and Futures Act to a specified offer by a specified issuer, subject to conditions
- Related Legislation: Securities and Futures Act (Cap. 289); Futures Act (as referenced in the platform metadata); Monetary Authority of Singapore (MAS) regulatory framework for offers of investments
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 plain terms, it creates a limited exemption from certain statutory requirements that would otherwise apply to a particular offer of units in a collective investment scheme.
Specifically, the Order “disapplies” (i.e., removes the application of) Division 2 of Part XIII of the Securities and Futures Act (the “SFA”) for a defined set of circumstances. Disapplication is not a general repeal or broad carve-out; it is a conditional, time-bound relief granted to facilitate a particular transaction or issuance plan.
Although the Order is short, it is legally significant because it modifies how the SFA’s offer-of-investments regime operates for the specified issuer and offer. For practitioners, the key is understanding that the exemption is (i) issuer-specific, (ii) scheme-specific, (iii) bounded by an issuance deadline, and (iv) capped by an aggregate principal amount threshold.
What Are the Key Provisions?
Section 1 (Citation and commencement) is a standard provision. It confirms the name of the Order and states that it comes into operation on 16 May 2018. For legal compliance, commencement matters because the disapplication only operates from the date the Order takes effect.
Section 2 (Disapplication of Division 2 of Part XIII of Act) is the operative clause. MAS declares that Division 2 of Part XIII of the SFA does not apply to an offer of units in a collective investment scheme issued by Astrea IV Pte. Ltd. (UEN 201724741N). The disapplication applies only where the offer is made on or before 31 July 2018.
Section 2 also imposes a quantitative condition: the exemption applies only if the aggregate principal amount of all the issued units does not exceed US$530 million. This cap is crucial. Even if the offer is made before the deadline, the disapplication would not apply if the aggregate principal amount threshold is exceeded.
From a practitioner’s perspective, the drafting indicates that MAS is granting relief for a defined issuance window and a defined maximum size of the issuance. The phrase “aggregate principal amount of all the issued units” suggests that the relevant measure is not merely the principal amount of a single tranche or subscription, but the total principal amount across the issued units covered by the offer. Accordingly, compliance teams should ensure that internal tracking and subscription documentation can demonstrate that the cap is not breached.
Finally, the Order is made under MAS’s statutory powers in section 284A of the SFA. While the extract does not reproduce section 284A, the reference confirms that MAS has the authority to make orders disapplying specified provisions of the SFA in appropriate circumstances. This is a common regulatory technique: rather than amending the primary Act, MAS uses subsidiary legislation to tailor relief to particular market events.
How Is This Legislation Structured?
This Order is structured in a very concise format, consisting of:
(a) Section 1: Citation and commencement; and
(b) Section 2: The substantive disapplication provision.
There are no additional parts, schedules, definitions, or procedural requirements in the extract. The legal effect therefore turns almost entirely on the precise wording of Section 2—especially the identity of the issuer (Astrea IV Pte. Ltd.), the type of instrument (units in a collective investment scheme), the timing condition (on or before 31 July 2018), and the size condition (aggregate principal amount not exceeding US$530 million).
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 issuers or all collective investment schemes. As a result, the relief is transaction- and issuer-specific.
In practical terms, the beneficiaries of the disapplication are the parties responsible for making the offer—typically the issuer and, depending on the transaction structure, the persons acting for or in connection with the offer. However, the legal exemption is framed as a modification to the operation of the SFA provisions themselves. Therefore, the compliance question is whether the offer falls within the conditions in Section 2. If it does, Division 2 of Part XIII does not apply; if it does not, the default statutory requirements would apply.
Why Is This Legislation Important?
Even though the Order is brief, it can have a material impact on the regulatory obligations associated with offers of investments. Division 2 of Part XIII of the SFA likely contains requirements governing how certain offers are made—such as disclosure, prospectus or offer document requirements, or other investor protection measures. By disapplying Division 2 for a limited set of circumstances, MAS effectively allows the issuer to proceed without complying with those particular requirements, subject to the conditions.
For practitioners, the importance lies in risk management and defensibility. If a transaction is structured to rely on the disapplication, counsel must verify that all conditions are satisfied. In particular, the two conditions—timing (on or before 31 July 2018) and aggregate principal amount cap (not exceeding US$530 million)—create clear compliance checkpoints. Document retention and subscription monitoring become essential to demonstrate that the offer remained within the permitted parameters.
Additionally, this Order illustrates how MAS uses subsidiary legislation to manage regulatory outcomes in specific market circumstances. Rather than treating the SFA as a rigid one-size-fits-all regime, MAS can tailor the application of statutory provisions through orders made under enabling powers. For lawyers advising on capital markets transactions, this is a reminder to check not only the primary Act but also the relevant subsidiary legislation and MAS orders that may temporarily or conditionally modify statutory obligations.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular, Part XIII (Division 2) and section 284A (MAS’s enabling power)
- Futures Act — referenced in the platform metadata (relevant to the broader regulatory framework, though not directly operative in the extract)
- MAS regulatory framework for offers of investments — including any related guidelines and notices that govern collective investment schemes and offer documentation (to be assessed based on the transaction structure)
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.