Statute Details
- Title: Securities and Futures (Offers of Investments) (Exemption for Business Trusts) (No. 2) Regulations 2005
- Act Code: SFA2001-S784-2005
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289), section 337(1)
- Enacting Formula: Made by the Monetary Authority of Singapore (MAS) under section 337(1) of the Securities and Futures Act
- Commencement: 7 December 2005
- Status: Current version (as at 27 March 2026)
- Key Provisions:
- Regulation 1: Citation and commencement
- Regulation 2: Definitions (including “SP Australia Networks (Finance) Trust”, “Additional Trust”, “ATM”, “WAP phone”, “responsible entity”)
- Regulation 3: Exemption for offers made pursuant to a specified bonus warrant
- Regulation 4: Exemption for offers made using an offer information statement
- Regulation 5: Exemption for offers made using an offer information statement through ATM or WAP phone
- Schedule: Conditions for compliance by the person making the offer in relation to offers made using an offer information statement
- Notable Amendment: Amended by S 671/2018 with effect from 8 October 2018
- Related Legislation (as referenced):
- Securities and Futures Act (Cap. 289)
- Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 (G.N. No. S 664/2018)
- Australia Corporations Act 2001
- Futures Act (contextual reference in metadata)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Exemption for Business Trusts) (No. 2) Regulations 2005 (“the Regulations”) create targeted exemptions from certain prospectus/offer information statement requirements under the Securities and Futures Act (the “SFA”) for specific business trust structures. In practical terms, the Regulations allow certain offers of units (and derivatives of units) in defined business trusts to proceed without meeting the full set of statutory requirements that would otherwise apply to offers of investments.
The Regulations are not a general “business trust exemption” for all issuers. Instead, they are tightly framed around a particular group of stapled securities and related trust entities—most notably SP Australia Networks (Finance) Trust and an Additional Trust that meets defined Australian-law and business trust criteria. This specificity matters for practitioners: eligibility is a threshold question, and the exemptions are conditional.
Broadly, the Regulations address how offers are made—particularly where offers are supported by an offer information statement and where the offer information statement is delivered through modern channels such as automated teller machines (ATMs) or WAP (wireless application protocol) mobile phones. The Regulations therefore sit at the intersection of Singapore securities regulation and the operational realities of retail-facing capital raising and entitlement processes.
What Are the Key Provisions?
1) Regulation 2: Definitions and eligibility framework
The Regulations’ definitions establish the universe of eligible trusts and the terminology used to trigger exemptions. The most important defined terms include:
- “SP Australia Networks (Finance) Trust”: the business trust whose units form part of a stapled group initially stapled pursuant to the Stapling Deed.
- “Additional Trust”: a trust (other than SP Australia Networks (Finance) Trust) whose units form part of the stapled group and which satisfies multiple requirements, including that its governing law is Australian state law, its trustee is an ASIC-licensed company under the Australia Corporations Act, and it is a managed investment scheme registered under that Act but not a collective investment scheme under the SFA.
- “responsible entity”: the company named in ASIC’s record as responsible entity (or temporary responsible entity) for the relevant trust.
- “ATM” and “WAP phone”: delivery channels relevant to Regulation 5.
For legal practitioners, the “Additional Trust” definition is a compliance gatekeeper. It requires a multi-factor assessment of Australian regulatory status (managed investment scheme registration, trustee licensing, and business trust classification), as well as the trust’s permitted activities (energy/utilities/infrastructure business and/or financing to stapled companies).
2) Regulation 3: Exemption for offers pursuant to a specified bonus warrant
Regulation 3 provides an exemption where the offer is made pursuant to a “specified bonus warrant”. The exemption applies when the units in the relevant trust are listed for quotation on an approved exchange.
In plain language, if a responsible entity grants bonus rights (warrants) to existing unitholders—at no consideration—and those rights allow unitholders to buy a specified number of units (or derivatives of units) at a given price, then the offer that results from exercising those rights may be exempt from the requirements under section 239C of the SFA.
The definition of “specified bonus warrant” (as amended in 2018) is crucial. It requires that:
- the right is given for no consideration by the responsible entity to an existing unitholder;
- the right is for buying a specified number of units/derivatives;
- the exercise price is at a given price; and
- the right cannot be exercised earlier than 6 months after the date of listing of the right for quotation on an approved exchange.
This structure reflects a regulatory policy: bonus entitlements granted to existing holders, with a time buffer after listing, may be treated as lower-risk than fresh offers requiring full offer documentation.
3) Regulation 4: Exemption for offers made using an offer information statement
Regulation 4 is the core exemption for offers of units or derivatives of units where the units have been previously issued and are listed for quotation on an approved exchange. The exemption applies to offers made “whether by means of a rights issue or otherwise”.
The exemption is from Subdivision (2) of Division 1 of Part XIII of the SFA, other than section 257. While the extract does not reproduce the underlying SFA provisions, the practitioner takeaway is that the Regulations relieve the offeror from certain statutory requirements that would otherwise apply to offers—provided the conditions are met.
Regulation 4 is conditional in three main ways:
- Eligibility and underlying linkage: if derivatives are offered, the underlying units must be units in the relevant trust.
- Offer information statement compliance: the offer must be made in or accompanied by an offer information statement that complies with the requirements in regulation 38 of the 2018 Offers Regulations, as if regulation 38 applied to the offer information statement, or as modified by MAS on application.
- Lodgement: the offer information statement must be lodged with MAS.
Time limitation: the exemption applies only for 6 months after the date of lodgement of the offer information statement. This is a critical operational constraint. If the offer is not made within that window, the exemption may lapse and the offeror may need to reassess the regulatory pathway.
4) The Schedule: Conditions for compliance
Regulation 4(2) makes the exemption subject to “the conditions set out in the Schedule”. Although the extract provided truncates the Schedule text, the Schedule’s function is clear: it imposes additional compliance requirements on the person making the offer when using an offer information statement.
In practice, schedules in Singapore subsidiary legislation typically address matters such as content requirements, delivery/disclosure mechanics, undertakings, and procedural safeguards. For counsel, the Schedule should be treated as mandatory: even if the offer information statement meets the regulation 38 framework, failure to satisfy Schedule conditions could jeopardise the exemption.
5) Regulation 5: Offer information statement delivered via ATM or WAP phone
Regulation 5 extends the Regulation 4 exemption concept to offers where the offer information statement is used through specific technological channels—ATM or WAP phone. The structure mirrors Regulation 4: subject to paragraphs (2) and (3), and where units are listed for quotation on an approved exchange, the offeror may be exempt from the same SFA requirements (again, other than section 257), provided the conditions are met.
Regulation 5(2) again makes the exemption subject to the Schedule and additional conditions, including that the offer information statement must be lodged with MAS and that the offer information statement must comply with the relevant regulatory requirements (as modified by MAS where applicable). The key difference is the delivery method: the Regulations recognise that entitlement/offer processes may be executed through electronic interfaces rather than traditional paper documentation.
Time limitation: like Regulation 4, the exemption is time-bound (the extract indicates a similar approach, and Regulation 4’s 6-month lodgement window is a central feature of the exemption regime). Practitioners should confirm the exact timing language in the full text of Regulation 5(3) when advising on transaction timelines.
How Is This Legislation Structured?
The Regulations are structured as follows:
- Part I (Regulations 1–2): preliminary provisions—citation/commencement and definitions.
- Regulations 3–5: three distinct exemption pathways:
- Regulation 3: bonus warrant-based offers.
- Regulation 4: offers accompanied by an offer information statement (general delivery).
- Regulation 5: offers accompanied by an offer information statement delivered via ATM or WAP phone.
- THE SCHEDULE: conditions for compliance by the person making the offer when relying on the offer information statement-based exemptions.
From a drafting and advisory perspective, the Regulations are “conditional exemption” legislation: each exemption is triggered by a defined fact pattern (listed units; specified trust types; bonus warrant or offer information statement mechanism) and then constrained by compliance conditions (lodgement, content compliance, and time limits).
Who Does This Legislation Apply To?
The Regulations apply to “a person making an offer” of units or derivatives of units in SP Australia Networks (Finance) Trust or an Additional Trust, provided the units are listed for quotation on an approved exchange. The exemption is therefore relevant to responsible entities and offerors involved in capital raising or entitlement exercises for these trusts.
Because the “Additional Trust” definition is highly specific and requires Australian regulatory characteristics (managed investment scheme registration, trustee licensing by ASIC, and business trust classification), the Regulations are best understood as applying to a particular stapled trust group and any qualifying additional trust entities within that group. They do not operate as a broad exemption for all business trusts in Singapore.
Why Is This Legislation Important?
For practitioners, the Regulations are important because they provide a legally recognised route to conduct certain offers without satisfying the full set of statutory offer requirements under the SFA—reducing friction and cost for eligible issuers. However, the exemptions are not automatic: they depend on strict eligibility and procedural compliance.
Enforcement and risk: if an offeror relies on the exemption without meeting the conditions—particularly the lodgement requirement, the offer information statement compliance standard, the Schedule conditions, or the 6-month post-lodgement window—the offer could be exposed to regulatory challenge. In securities regulation, “exemption reliance” is often scrutinised after the fact, especially where retail investors are involved.
Practical transaction impact: the Regulations also matter operationally. Regulation 5’s ATM/WAP phone mechanism supports electronic entitlement processes, which are common in modern capital markets. Counsel advising on offer documentation, MAS lodgement strategy, and investor communications should map the transaction timeline to the lodgement and validity periods to ensure the exemption remains available when the offer is actually made.
Related Legislation
- Securities and Futures Act (Cap. 289) (including section 337(1) and the referenced section 239C and section 257)
- Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 (G.N. No. S 664/2018), including regulation 38
- Australia Corporations Act 2001 (for trustee licensing and managed investment scheme registration concepts)
- Futures Act (referenced in metadata; relevant for broader derivatives context)
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Exemption for Business Trusts) (No. 2) Regulations 2005 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.