Statute Details
- Title: Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) Order 2009
- Act Code: SFA2001-S161-2009
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (SFA) (Cap. 289), section 284A
- Enacting Authority: Monetary Authority of Singapore (MAS)
- 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 SFA to specified offers
- Current Version Status: Current version as at 27 March 2026
- Amendment History (notable): Amended by S 650/2018 with effect from 8 October 2018 (amending 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 tells market participants when certain SFA requirements do not apply to particular types of investment offers.
Specifically, the Order disapplies Division 2 of Part XIII of the SFA to offers relating to real estate investment trust (REIT) debentures and derivatives or rights in respect of those debentures. The practical effect is that, for the specified offers, the legislative regime in Division 2 of Part XIII is carved out—meaning the compliance obligations and regulatory constraints in that Division do not apply.
Although the Order is short, it is legally significant because it operates as a disapplication mechanism. Disapplication orders are commonly used in Singapore financial regulation to calibrate the application of broad statutory frameworks to particular products or circumstances—often where the product is already subject to other regulatory controls, or where the policy rationale for the Division’s requirements is not engaged.
What Are the Key Provisions?
1. Citation and commencement (Section 1)
Section 1 provides the formal citation and states that the Order comes into operation on 20 April 2009. For practitioners, this matters when assessing historical transactions, regulatory filings, or whether a particular offer was made when the disapplication was already in force.
2. Definition of “real estate investment trust” (Section 2)
The Order’s scope depends on the meaning of “real estate investment trust”. Section 2 defines a REIT as a trust that satisfies three cumulative elements.
(a) Primary investment focus: The trust must invest primarily in real estate and real estate-related assets specified by MAS in the Code on Collective Investment Schemes.
(b) Listing requirement: Units of the trust must be listed for quotation on an approved exchange.
(c) Authorisation or recognition status: The trust must be either:
- Authorised under section 286 of the SFA (or an application for authorisation has been made and not refused), or
- Recognised under section 287 of the SFA (or an application for recognition has been made and not refused).
This definition is crucial because it prevents the disapplication from being used for “look-alike” structures. If the issuer is not a REIT as defined, the carve-out in Section 3 should not be relied upon.
Note on the 2018 amendment (S 650/2018): The extract indicates that the definition was amended with effect from 8 October 2018. While the provided text does not detail the precise change, the practitioner takeaway is that the definition should be checked against the current version when advising on compliance for offers made after the amendment date.
3. Disapplication of Division 2 of Part XIII (Section 3)
Section 3 is the operative provision. MAS declares that Division 2 of Part XIII of the SFA shall not apply to an offer of:
(a) REIT debentures
Any debenture stock, bond, note or other debt securities of a REIT, where the securities are issued or proposed to be issued by a trustee on behalf of the REIT. The Order labels these instruments as “debentures of a real estate investment trust”.
(b) Derivatives/rights/options in respect of REIT debentures
Any right, option or derivative in respect of such debentures of a REIT.
From a legal drafting perspective, the disapplication is product-focused and includes both the underlying debt securities and certain related instruments. This is important for structured products, hedging arrangements, and instruments whose value is linked to REIT debt.
Practical compliance implication: Division 2 of Part XIII is part of the SFA’s “offers of investments” framework. While the Order does not reproduce Division 2’s content, the disapplication means that the statutory requirements in Division 2 are not triggered for the specified offers. Lawyers advising on offering documents, prospectus requirements, disclosure obligations, or other procedural safeguards under Division 2 should treat Section 3 as a carve-out that may remove the need to comply with those particular Division 2 requirements.
How Is This Legislation Structured?
This Order is structured as a short, three-section instrument:
- Section 1 sets out the citation and commencement.
- Section 2 provides a definition of “real estate investment trust”, which functions as the threshold for the disapplication.
- Section 3 contains the disapplication clause, specifying the exact categories of offers to which Division 2 of Part XIII does not apply.
There are no schedules in the extract, and no additional procedural steps are described. The legal effect is therefore direct: if the issuer and instrument fall within the defined REIT and the offer falls within the categories in Section 3, Division 2 of Part XIII is disapplied.
Who Does This Legislation Apply To?
The Order applies to offers of investments involving specified instruments issued by or in respect of REITs. In practice, the relevant parties include:
- REIT issuers (and their trustees) issuing debenture stock, bonds, notes, or other debt securities;
- Offerors and arrangers involved in marketing or distributing such securities;
- Derivatives counterparties and structured product providers offering rights, options, or derivatives linked to REIT debentures.
However, the disapplication is not “blanket” for all REIT-related activity. It is limited to offers of debentures issued or proposed to be issued by a trustee on behalf of the REIT, and to rights/options/derivatives in respect of those debentures. If the instrument is equity, a different class of debt not captured by the trustee-on-behalf structure, or a derivative not “in respect of” the specified debentures, the carve-out may not apply.
Additionally, because the definition of REIT is tied to authorisation/recognition under specific SFA provisions and to MAS’s collective investment scheme framework, the Order’s benefit is available only where the issuer meets the statutory definition.
Why Is This Legislation Important?
Although the Order is brief, it has meaningful consequences for how REIT debt and related derivatives are regulated at the “offers of investments” level. For practitioners, the key value lies in the ability to map regulatory obligations to product types. Disapplication orders like this one can materially affect:
- Whether Division 2 of Part XIII requirements apply to a particular offer;
- What documentation and compliance steps are required before distribution;
- Risk allocation in offering processes (e.g., whether certain statutory constraints are avoided);
- Structuring decisions for issuance and derivatives linked to REIT debt.
From an enforcement and regulatory relations standpoint, the Order also signals MAS’s policy approach: certain REIT debt offerings (and linked instruments) are treated as sufficiently regulated or appropriately situated such that the Division 2 framework should not apply. This can reduce duplication and improve market efficiency while still preserving the broader SFA regime where relevant.
Finally, because the Order has a recorded amendment in 2018 affecting the REIT definition, lawyers should treat it as a living instrument. When advising on transactions across time, it is essential to confirm the applicable version as at the offer date and to verify that the issuer’s status (authorised vs recognised) and the listing/asset criteria remain satisfied.
Related Legislation
- Securities and Futures Act (Cap. 289) — particularly section 284A (power to make disapplication orders) and Division 2 of Part XIII (the disapplied provisions), as well as sections 286 and 287 (authorisation and recognition of REITs).
- Futures Act — relevant where derivatives in respect of REIT debentures may engage futures/derivatives regulatory frameworks (depending on the instrument and regulatory classification).
- Code on Collective Investment Schemes — MAS’s code specifying real estate and real estate-related assets for REITs.
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.