Statute Details
- Title: Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) (No. 3) Order 2018
- Act Code: SFA2001-S426-2018
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289), specifically section 284A
- Enacting/Instrument Number: SL 426/2018
- Date Made: 21 June 2018
- Date of Commencement: 29 June 2018
- Status: Current version as at 27 Mar 2026 (instrument originally made in 2018)
- 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
- Section 3: Revocation of an earlier disapplication order (G.N. No. S 135/2018)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) (No. 3) Order 2018 is a targeted regulatory instrument made under the Securities and Futures Act (SFA). In plain language, it allows the Monetary Authority of Singapore (MAS) to “turn off” (disapply) certain statutory requirements in Division 2 of Part XIII of the SFA for a particular offer of investment units, made by a particular issuer, within a defined time window and up to a specified size.
Division 2 of Part XIII of the SFA generally forms part of Singapore’s framework governing offers of investments—particularly where offers are made to the public or to investors and where specific compliance steps (such as disclosure, prospectus-related requirements, or other offer-related regulatory obligations) are triggered. This Order does not repeal those rules. Instead, it creates a narrow exemption/disapplication for one offer (and one issuer) for a limited period and subject to a cap on the aggregate principal amount of the issued units.
Practically, the Order is designed to facilitate a specific capital-raising or issuance plan by Bayfront Infrastructure Capital Pte. Ltd., while ensuring that the disapplication is bounded so that MAS retains regulatory control and the exemption does not become a general loophole. The conditions—issuer identity, offer timing, and a US$500 million cap—are the core compliance guardrails.
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 29 June 2018. For practitioners, this matters because the disapplication in Section 2 applies only to offers made on or before a specified deadline, and the commencement date determines when the Order becomes effective.
Section 2 (Disapplication of Division 2 of Part XIII of Act) is the operative provision. MAS declares that Division 2 of Part XIII of the SFA does not apply to an offer of units in a collective investment scheme to be issued by Bayfront Infrastructure Capital Pte. Ltd. (UEN 201802471D). The disapplication applies only where the offer is made on or before 30 September 2018 and where the aggregate principal amount of all the issued units does not exceed US$500 million.
Several legal points flow from this structure:
- Issuer-specific: The exemption is tied to Bayfront Infrastructure Capital Pte. Ltd. If the offer were made by a different entity, even if economically related, the disapplication would not automatically apply.
- Instrument-specific: The exemption covers an offer of units in a collective investment scheme. If the transaction were restructured so that it no longer constitutes an “offer of units” in a collective investment scheme (as understood under the SFA framework), the exemption could fail.
- Time-bound: The offer must be made on or before 30 September 2018. Offers made after that date would not benefit from the disapplication.
- Amount-capped: The exemption is limited to offers where the aggregate principal amount of all issued units does not exceed US$500 million. This is a quantitative ceiling that must be monitored across the issuance programme.
Section 3 (Revocation) revokes the Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) Order 2018 (G.N. No. S 135/2018). This indicates that the “No. 3” Order supersedes an earlier disapplication order. For legal work, revocation is critical: it affects which instrument governs the disapplication period and conditions. Where multiple disapplication orders exist, practitioners must confirm the current operative instrument and ensure that any compliance analysis relies on the correct version.
Although the extract does not reproduce the text of the revoked order, the revocation clause strongly suggests that MAS adjusted the regulatory relief—potentially to refine conditions, correct scope, or align with the issuer’s issuance plan. In practice, counsel should treat the revocation as a signal to re-check transaction documents, offer timelines, and regulatory filings against the superseding order.
How Is This Legislation Structured?
This Order is a short, three-section subsidiary legislation instrument. It follows a typical MAS subsidiary legislation format:
- Section 1 sets out citation and commencement, establishing the legal identity of the instrument and when it takes effect.
- Section 2 contains the substantive regulatory relief—the disapplication of a specified division of the SFA for a specified offer, subject to defined conditions.
- Section 3 provides revocation of a prior related order, ensuring there is no conflict or duplication between instruments.
There are no schedules or detailed procedural steps in the extract. The legal effect is achieved through a declaration of disapplication, rather than through a complex compliance process within the Order itself.
Who Does This Legislation Apply To?
The Order applies to MAS-regulated offers of units in a collective investment scheme made by Bayfront Infrastructure Capital Pte. Ltd. (UEN 201802471D). While the disapplication is framed as a declaration that Division 2 of Part XIII does not apply, the practical beneficiaries are the issuer and the transaction parties responsible for structuring and marketing the offer.
However, the disapplication is not a blanket exemption from all securities laws. It is limited to Division 2 of Part XIII of the SFA. Other provisions of the SFA, as well as other applicable regulatory regimes (for example, requirements under prospectus-related rules, licensing/authorisation frameworks, or other offer-related obligations), may still apply unless they are also disapplied or otherwise satisfied. Accordingly, the Order should be read as a narrow carve-out rather than a general permission to offer without compliance.
Why Is This Legislation Important?
Although the instrument is brief, it can be highly consequential for deal execution. Disapplication orders are often used to manage timing and regulatory burden where the underlying policy objectives are met through alternative safeguards or where the statutory requirements in the disapplied division are not necessary for the specific transaction structure.
For practitioners, the importance lies in three areas:
- Transaction structuring and documentation: Counsel must ensure that the offer falls squarely within the exemption—issuer identity, collective investment scheme character, offer timing, and the US$500 million cap. Any deviation can re-trigger the otherwise applicable requirements in Division 2 of Part XIII.
- Regulatory risk management: A misinterpretation of the scope (for example, treating a different class of instrument as “units” in a collective investment scheme) could expose the issuer and advisers to regulatory enforcement risk.
- Supersession and version control: Section 3 revokes a prior disapplication order. In practice, this requires careful document control and legal research to confirm which order is operative for the relevant offer period.
Finally, the Order illustrates MAS’s approach to targeted regulatory relief: it provides flexibility for a specific issuance while maintaining boundaries (time and amount) that preserve investor protection and systemic oversight. For lawyers advising on capital markets transactions, such orders are often decisive in determining the compliance pathway and the content of offer materials.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular Part XIII (offers of investments) and Division 2 of Part XIII, and the enabling power in section 284A
- Futures Act — referenced in the provided metadata (though not directly evidenced in the extract)
- Timeline — MAS legislation timeline references (useful for confirming the correct version and commencement)
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) (No. 3) Order 2018 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.