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 (Cap. 289)
- Authorising Provision: Section 284A of the Securities and Futures Act
- Commencement: 20 April 2009
- Enacting Instrument Date: Made on 16 April 2009
- Primary Effect: Disapplication of Division 2 of Part XIII of the Securities and Futures Act to specified offers relating to real estate investment trusts (REITs)
- Key Provisions: Sections 1 (Citation and commencement), 2 (Definition), 3 (Disapplication)
- Definition Highlight: “Real estate investment trust” (REIT) as defined in section 2, including conditions relating to investment focus, listing, and authorisation/recognition status
- Amendments Noted in Extract: Amended by S 650/2018 with effect from 8 October 2018
- Current Version Status: Current version as at 27 March 2026 (per the legislation portal extract)
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 carves out a specific category of investment offers from the operation of a particular regulatory division within Part XIII of the SFA.
Specifically, the Order disapplies “Division 2 of Part XIII” of the SFA to certain offers connected to real estate investment trusts (REITs). The disapplication applies to offers of particular debt instruments issued (or proposed to be issued) by a trustee on behalf of a REIT, and also to offers of rights, options, or derivatives in respect of those debt instruments. The regulatory consequence is that the compliance requirements and restrictions contained in Division 2 of Part XIII will not apply to those offers.
For practitioners, the Order is best understood as a “regulatory exemption by disapplication” rather than a wholesale change to the SFA. It does not repeal Division 2; instead, it removes Division 2 from the scope of application for the specified REIT-related debenture and related derivative instruments. This can be crucial for structuring fundraising programmes, capital market issuances, and hedging or linked derivative arrangements involving REIT debt.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the formal citation and the commencement date. The Order came into operation on 20 April 2009. This matters for determining which regulatory regime applied at the time of an offer, particularly where offers were launched or documented around the transition period.
Section 2 (Definition of “real estate investment trust”) is central to the scope of the exemption. The Order defines a REIT as a trust that meets all of the following conditions:
- Primary investment focus: the trust invests primarily in real estate and in real estate-related assets specified by the Authority in the Code on Collective Investment Schemes.
- Listing requirement: all or any units of the trust are listed for quotation on an approved exchange.
- Authorisation or recognition status: the trust is 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.
The definition is deliberately structured to ensure that the disapplication applies only to REITs that are within the regulatory perimeter of the SFA’s collective investment scheme framework (authorised or recognised). The inclusion of “application … not refused” is also important: it allows the exemption to potentially apply where the trust is in the process of obtaining authorisation/recognition, provided the application has not been refused.
Section 3 (Disapplication of Division 2 of Part XIII of the Act) is the operative provision. It states that the Monetary Authority of Singapore (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 issued or proposed to be issued by a trustee on behalf of the REIT; and
- (b) Derivative or structured rights: any right, option, or derivative in respect of any such debentures of a REIT.
From a legal drafting and compliance perspective, the scope is both instrument-specific and issuer-specific. The instruments must be debt securities of a REIT, and the issuance must be by a trustee on behalf of the REIT. This reflects the typical REIT structure where the trust holds assets and a trustee may issue securities on behalf of the trust.
The inclusion of “proposed to be issued” expands the exemption beyond completed issuances. This is relevant to offering documents, subscription agreements, and conditional arrangements where the securities are not yet issued at the time of marketing or solicitation.
Similarly, the inclusion of “any right, option or derivative” in respect of the debentures indicates that the disapplication is not limited to the underlying debt securities themselves. It extends to certain linked instruments—potentially including structured notes, options, warrants, or other derivative exposures that reference the REIT debt instruments. Practitioners should, however, carefully map the derivative’s reference and economic linkage to ensure it is “in respect of” the specified debentures.
How Is This Legislation Structured?
The Order is short and consists of three provisions:
- Section 1 sets out the citation and commencement.
- Section 2 provides the definition of “real estate investment trust”, which functions as a gatekeeping concept for the exemption.
- Section 3 contains the substantive disapplication, specifying the categories of offers (REIT debt securities issued by a trustee on behalf of the REIT, and rights/options/derivatives in respect of those securities).
While the Order itself does not reproduce the content of Division 2 of Part XIII, its structure is designed to operate as a “switch” that turns off the application of that Division for the specified offers. In practice, lawyers will need to cross-reference Division 2 of Part XIII of the SFA to understand what is being disapplied and therefore what compliance steps are no longer required for the relevant offers.
Who Does This Legislation Apply To?
The disapplication is triggered by the nature of the offer and the status of the issuer (the REIT). It therefore applies to market participants involved in offers of the specified instruments—most directly, the REIT (through its trustee), arrangers, and persons conducting or facilitating offers of REIT debt securities and related derivative instruments.
However, the exemption is not available for every issuer or every instrument. It is limited to offers of debt securities of a REIT that meet the definition in section 2, and the debt securities must be issued (or proposed to be issued) by a trustee on behalf of the REIT. If the issuer is not a REIT as defined, or if the instrument is not within the listed categories (debenture stock, bond, note, or other debt securities), the disapplication will not apply.
Why Is This Legislation Important?
This Order is important because it affects the regulatory treatment of certain capital market transactions involving REITs. Division 2 of Part XIII of the SFA typically governs aspects of offers of investments, and disapplying it can materially change the compliance landscape for issuers and intermediaries. For practitioners, the key value is that the Order provides a clear legal basis to structure REIT debt and related derivative-linked offerings without the additional burdens (or restrictions) that would otherwise arise under Division 2.
From a transaction perspective, the disapplication can influence:
- Offering documentation and process: what statements, disclosures, or procedural steps are required (or not required) under the disapplied Division;
- Marketing and distribution strategy: how offers are conducted and to whom;
- Structuring of derivatives: whether a derivative linked to REIT debt can be treated within the same disapplication envelope.
From a compliance and risk perspective, the Order also highlights the importance of definitional accuracy. The REIT must satisfy the statutory definition, including authorisation/recognition status and listing conditions. Lawyers should therefore verify the REIT’s regulatory status under sections 286 and 287 of the SFA, and confirm that the units are listed on an approved exchange. Where the REIT is in an application stage, the “not refused” language should be monitored closely.
Finally, the Order’s extension to “rights, options or derivatives” underscores that the exemption is not confined to plain vanilla debt. This can be particularly relevant for hedging arrangements, structured products, and financing structures that use derivative instruments referencing REIT debt securities. Practitioners should still conduct a careful instrument-by-instrument analysis to confirm that the derivative is indeed “in respect of” the specified debentures.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular:
- Part XIII, Division 2 (disapplied by this Order)
- Sections 286 and 287 (authorisation and recognition of REITs)
- Section 284A (power to make the Order)
- Futures Act (noted in the provided metadata as related legislation)
- Code on Collective Investment Schemes — referenced for the “real estate-related assets” specified by the Authority
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.