Statute Details
- Title: Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) Order 2009
- Act Code: SFA2001-S161-2009
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Authorising Provision: Section 284A of the Securities and Futures Act
- Commencement: 20 April 2009
- Key Provisions:
- Section 1: Citation and commencement
- Section 2: Definition of “real estate investment trust”
- Section 3: Disapplication of Division 2 of Part XIII of the Act to specified offers
- Current Version Status: Current version as at 27 Mar 2026
- Notable Amendment: Amended by S 650/2018 with effect from 8 Oct 2018 (relevant to the definition)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) Order 2009 is a targeted regulatory instrument made under the Securities and Futures Act (SFA). In plain terms, it creates a limited carve-out: it tells the market that certain regulatory requirements in Division 2 of Part XIII of the SFA do not apply to particular offers connected to real estate investment trusts (REITs).
Division 2 of Part XIII of the SFA generally forms part of the framework governing offers of investments—particularly where offers are made to the public or otherwise fall within the SFA’s “offers of investments” regime. The Order does not repeal those provisions. Instead, it disapplies them for a narrow category of instruments: debt securities issued by REITs (and related rights/derivatives).
The practical effect is that, for the specified REIT-linked debentures and related instruments, the offer-related compliance obligations that would otherwise be triggered under Division 2 of Part XIII are not required. This can reduce regulatory friction for REIT financing and capital market transactions, while still leaving other parts of the SFA and other sectoral rules to govern matters not expressly carved out.
What Are the Key Provisions?
Section 1 (Citation and commencement) is straightforward. It provides the short title and states that the Order came into operation on 20 April 2009. For practitioners, this matters when assessing whether the disapplication applied at the time of an offer, issuance, or marketing activity.
Section 2 (Definition of “real estate investment trust”) is the gatekeeper for the carve-out. The Order defines a REIT by reference to a combination of investment focus, listing status, and regulatory status under the SFA. Specifically, a “real estate investment trust” is a trust that:
- Invests primarily in real estate and real estate-related assets (with the relevant asset classes being those specified by the Authority in the Code on Collective Investment Schemes);
- Has units listed for quotation on an approved exchange;
- Is either:
- Authorised under section 286 of the Act, or an application for authorisation has been made and not refused; or
- Recognised under section 287 of the Act, or an application for recognition has been made and not refused.
This definition is critical because the disapplication in section 3 is only available if the issuer is a REIT as defined. If the issuer is not within the definition—e.g., it invests in real estate but is not authorised/recognised, or its units are not listed on an approved exchange—the carve-out will not apply.
Section 3 (Disapplication of Division 2 of Part XIII of Act) is the operative provision. It provides that the Authority declares that Division 2 of Part XIII of the SFA shall not apply to an offer of:
- Section 3(a): any debenture stock, bond, note, or other debt securities of a REIT, issued or proposed to be issued by a trustee on behalf of the REIT. These are collectively referred to in the Order as “debentures of a real estate investment trust”.
- Section 3(b): any right, option or derivative in respect of such debentures.
Two aspects are particularly important for legal and compliance analysis.
- “Issued or proposed to be issued”: the disapplication covers not only completed issuances but also offers connected to securities that are still in contemplation. This is relevant for offering memoranda, marketing materials, and conditional issuance structures.
- “Issued by a trustee on behalf of the REIT”: the Order recognises the typical REIT financing architecture where debt instruments may be issued through a trustee structure. Practitioners should confirm the legal issuer and the role of the trustee to ensure the instrument falls within the intended category.
The inclusion of rights, options, or derivatives in respect of the debentures extends the carve-out beyond the primary debt securities. For example, if a structured product or hedging instrument is linked to REIT debentures, the disapplication may apply to the offer of that linked instrument—provided it is a right/option/derivative “in respect of” the specified debentures.
How Is This Legislation Structured?
This Order is concise and consists of three sections:
- Section 1 sets out the citation and commencement date.
- Section 2 provides the definition of “real estate investment trust”, tying it to the SFA’s authorisation/recognition regime and to the Code on Collective Investment Schemes.
- Section 3 contains the disapplication mechanism, specifying the exact instruments and the exact regulatory division that is excluded.
Notably, the Order does not create new substantive investor protection rules. Instead, it operates as a regulatory switch that removes the applicability of a particular division of the SFA to a defined set of REIT-related offers.
Who Does This Legislation Apply To?
The Order applies to offers of investments involving the specified REIT-linked instruments. While the Order is made by the Monetary Authority of Singapore (MAS) and is framed as a declaration by the Authority, the practical beneficiaries are typically:
- REIT issuers and their financing vehicles;
- trustees issuing debentures on behalf of REITs;
- arrangers, dealers, and intermediaries involved in marketing or distributing the relevant debt securities and related derivatives; and
- offerors preparing offer documentation and compliance frameworks for such transactions.
However, the disapplication is not universal. It is limited to offers of debentures of a REIT (as defined) and offers of rights/options/derivatives in respect of those debentures. If the instrument is not a debt security of a qualifying REIT, or if the offer does not relate to the specified categories, Division 2 of Part XIII may still apply.
Why Is This Legislation Important?
This Order is important because it clarifies how the SFA’s “offers of investments” regime interacts with REIT financing. REITs are a major segment of Singapore’s capital markets, and debt issuance is a routine method of funding and refinancing. By disapplying Division 2 of Part XIII for specified REIT debentures and related derivatives, the Order reduces the risk of duplicative or unnecessary regulatory burdens for transactions that fall within a well-defined financing pattern.
For practitioners, the key value lies in certainty. Without a disapplication order, parties would need to assess whether their offers fall within the scope of Division 2 of Part XIII and then comply with the corresponding requirements. The Order provides a clear rule: for qualifying REIT debentures and related instruments, Division 2 does not apply.
That said, the disapplication is not a blanket exemption from all regulation. It only removes the applicability of Division 2 of Part XIII. Other provisions of the SFA, MAS requirements, prospectus or disclosure regimes (where applicable), and rules governing market conduct and licensing may still apply. Accordingly, legal teams should treat this Order as a targeted compliance relief measure and still conduct a full regulatory mapping exercise for each transaction.
Finally, the definition in section 2 underscores that the carve-out depends on the issuer’s regulatory status (authorised or recognised) and listing characteristics. In practice, this means diligence should include verifying the REIT’s authorisation/recognition status under sections 286/287 of the SFA and confirming that its units are listed on an approved exchange.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular:
- Part XIII, Division 2 (the provisions disapplied by this Order)
- Section 284A (the enabling power for MAS to make disapplication orders)
- Sections 286 and 287 (authorisation and recognition of REITs)
- Futures Act (listed in the provided metadata as related legislation)
- Code on Collective Investment Schemes — referenced for the asset classes relevant to the REIT definition
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) Order 2009 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.