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 (Chapter 289)
- Authorising Power: Section 284A of the Securities and Futures Act
- Commencement: 20 April 2009
- Enacting Date: 16 April 2009
- Primary Regulator: Monetary Authority of Singapore (MAS)
- Key Provisions: Sections 1–3 (Citation/commencement; definition; disapplication)
- Current Version Status: Current version as at 27 March 2026
- Notable Amendment: Amended by S 650/2018 with effect from 8 October 2018 (revising/clarifying definition of “real estate investment trust”)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Disapplication of Division 2 of Part XIII) Order 2009 (“the Order”) is a targeted regulatory instrument made by the Monetary Authority of Singapore (MAS) under the Securities and Futures Act (SFA). In plain terms, it creates a specific exemption: it removes certain statutory requirements in Division 2 of Part XIII of the SFA for particular offers connected to real estate investment trusts (REITs).
Division 2 of Part XIII of the SFA sits within the broader “offers of investments” framework. That framework generally regulates how offers of securities and related financial products are made to the public, including requirements designed to ensure investor protection, disclosure, and appropriate licensing or compliance. However, not every instrument or transaction needs identical treatment. The Order reflects MAS’s policy judgment that, for certain REIT-related instruments, the regulatory objectives of Division 2 can be met through other regimes or existing safeguards.
Specifically, the Order disapplies Division 2 of Part XIII to offers of (i) certain debt securities issued by or on behalf of a REIT (such as debenture stock, bonds, and notes), and (ii) rights, options, or derivatives in respect of those debt securities. The effect is that the procedural and compliance obligations in Division 2 do not apply to those offers, even though they would otherwise fall within the scope of the SFA’s offers-of-investments provisions.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the formal identification of the Order and states that it comes into operation on 20 April 2009. For practitioners, this is important when assessing historical compliance—particularly for offers made around the transition date.
Section 2 (Definition of “real estate investment trust”) is the cornerstone of the Order’s scope. The definition is not merely descriptive; it ties the concept of a REIT to the regulatory status of the trust under the SFA and to the investment focus and listing requirements. Under the Order, a “real estate investment trust” means a trust that:
- Invests primarily in real estate and real estate-related assets specified by MAS in the Code on Collective Investment Schemes;
- Has units listed for quotation on an approved exchange;
- Is authorised or recognised under the SFA (or has an application pending that has not been refused), specifically under section 286 (authorisation) or section 287 (recognition).
This definition was amended by S 650/2018 effective 8 October 2018, indicating MAS’s ongoing calibration of what qualifies as a REIT for the purposes of this disapplication. In practice, counsel should verify the REIT’s regulatory status (authorised vs recognised) and whether its units are listed on an approved exchange, because the disapplication only applies to offers connected to REITs meeting these criteria.
Section 3 (Disapplication of Division 2 of Part XIII of the Act) is the operative provision. It states that MAS declares Division 2 of Part XIII of the SFA shall not apply to an offer of:
- (a) Debentures of a real estate investment trust: 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.
- (b) Derivatives and related rights: any right, option or derivative in respect of such debentures of a REIT.
The drafting is deliberately broad within its subject matter. It covers not only “bonds” and “notes” but also “any other debt securities” of the REIT, and it extends to derivatives and structured exposures referencing those debt securities. The inclusion of instruments “proposed to be issued” also matters for transaction planning: the disapplication can apply at the offer stage even if issuance is not yet completed.
For practitioners, the key interpretive points are:
- Issuer/issuer mechanism: the debt securities must be issued (or proposed to be issued) by a trustee on behalf of the REIT. This reflects the common REIT financing structure where a trustee acts for the trust or security holders.
- Instrument type: the disapplication is limited to debt securities of the REIT (debenture stock, bonds, notes, and other debt securities) and to rights/options/derivatives in respect of those debt securities. It does not automatically extend to equity-like instruments or other categories of securities.
- Scope of “offer”: the Order speaks in terms of “an offer of” the specified instruments. This typically captures offers to investors that would otherwise trigger Division 2 compliance steps.
How Is This Legislation Structured?
The Order is structured in a compact, three-section format:
- Section 1 sets out the citation and commencement.
- Section 2 provides a definition of “real estate investment trust”, anchoring the term to MAS’s collective investment scheme framework and to the SFA authorisation/recognition regime.
- Section 3 contains the substantive disapplication, specifying the instruments and the REIT context to which Division 2 of Part XIII does not apply.
Because the Order is short, its practical meaning depends heavily on how Division 2 of Part XIII operates in the parent SFA. The Order does not restate Division 2’s requirements; instead, it removes them for a defined class of REIT-related offerings.
Who Does This Legislation Apply To?
The Order applies to parties involved in offers of investments that fall within Division 2 of Part XIII of the SFA, but only to the extent those offers are of the specified REIT-related instruments. In practical terms, it is relevant to:
- REIT issuers and their financing vehicles (including trustees acting on behalf of REITs);
- Arrangers, dealers, and underwriters structuring and distributing REIT debt securities and related derivatives;
- Legal advisers and compliance teams assessing whether Division 2 obligations apply to a particular offering.
The disapplication is conditional on the underlying trust meeting the Order’s definition of a “real estate investment trust”. Therefore, the Order does not apply to every property-related fund or vehicle. If the trust is not authorised/recognised under the relevant SFA provisions, or if its units are not listed on an approved exchange, the disapplication may not be available.
Why Is This Legislation Important?
This Order is important because it affects regulatory compliance pathways for REIT financing and related market instruments. Division 2 of Part XIII likely imposes specific procedural requirements for offers of investments. By disapplying Division 2 for certain REIT debt securities and related derivatives, MAS reduces regulatory friction for offerings that are already subject to other oversight mechanisms (for example, REIT authorisation/recognition requirements and ongoing disclosure obligations under the REIT regime).
From a practitioner’s perspective, the Order can be decisive in determining:
- Whether a particular offering must comply with Division 2 requirements (and therefore whether additional approvals, disclosures, or compliance steps are needed);
- How to structure instruments (e.g., whether a financing instrument qualifies as a “debenture stock, bond, note or other debt security” issued by a trustee on behalf of the REIT);
- Whether related derivatives (options, rights, or derivatives referencing REIT debt securities) fall within the disapplication.
In addition, the inclusion of derivatives and options is commercially significant. REIT debt securities are often used as reference assets for hedging and structured products. Without a disapplication, such instruments could trigger additional compliance burdens. The Order therefore supports market liquidity and risk management while maintaining investor protection through the broader REIT regulatory framework.
Related Legislation
- Securities and Futures Act (Chapter 289) — in particular Part XIII (offers of investments) and the enabling power section 284A; also sections 286 and 287 (authorisation and recognition of REITs)
- Futures Act — referenced in the provided metadata as related legislation (relevant where derivatives or futures products are involved)
- 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.