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)
- Commencement: 7 December 2005
- Status: Current version (as at 27 March 2026)
- Key Provisions: Regulations 1–5 and the Schedule (conditions for compliance)
- Notable Amendments: Amended by S 671/2018 with effect from 8 October 2018
- Regulatory Context: Exemptions from specified requirements under the Securities and Futures Act (SFA), particularly relating to offers of investments and offer information statements
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 offer-related requirements under the Securities and Futures Act (Cap. 289) (“SFA”). In practical terms, the Regulations allow specified offers of units (and certain derivatives of units) in particular business trusts to proceed without meeting some of the SFA’s general “offer” compliance obligations—provided strict conditions are satisfied.
Although the Regulations are short, they are highly specific. They focus on units of SP Australia Networks (Finance) Trust and certain additional trusts that meet defined criteria (the “Additional Trust”). These trusts are connected to a stapled group of securities originally structured through a “Stapling Deed”. The Regulations therefore operate as a bespoke regulatory pathway for a particular cross-border capital markets structure, rather than a general exemption regime for all business trusts.
The Regulations also reflect the Singapore regulatory approach of permitting flexibility where investor protection is maintained through alternative disclosure mechanisms. For example, where an exemption is granted, the offer must generally be made using (or accompanied by) an offer information statement that meets prescribed content and filing requirements. In addition, the Regulations address how certain offers can be made through technology channels such as automated teller machines (ATMs) and WAP phones, again subject to conditions.
What Are the Key Provisions?
Regulation 1 (Citation and commencement) and Regulation 2 (Definitions) set the foundation. Regulation 1 confirms the legal identity and commencement date (7 December 2005). Regulation 2 defines the key terms that drive the scope of the exemptions, including: “SP Australia Networks (Finance) Trust”, “Additional Trust”, “Stapled Companies”, “Stapling Deed”, “responsible entity”, “ATM”, and “WAP phone”.
For practitioners, the most important definitional work is done in the definition of “Additional Trust”. An “Additional Trust” is not any business trust: it must be governed by Australian law, have an Australian corporate trustee incorporated under the Australia Corporations Act, hold an ASIC-issued financial services licence, be a managed investment scheme registered under the Australia Corporations Act, and be a business trust under the SFA. It must also not be a collective investment scheme under the SFA. Finally, it must conduct specified activities (energy/utilities/infrastructure business and/or financing to the stapled companies). This narrow definition ensures the exemptions apply only to a defined set of trust structures.
Regulation 3 (Exemption for offers pursuant to a bonus warrant) provides a limited exemption for offers made pursuant to a “specified bonus warrant”. Where the relevant trust units (or derivatives of units) are listed for quotation on an approved exchange, a person making an offer pursuant to a specified bonus warrant is exempt from the requirements under section 239C of the SFA.
The exemption is conditional on the nature of the bonus warrant. A “specified bonus warrant” is a right given for no consideration by the responsible entity to an existing unitholder, allowing the unitholder to buy a specified number of units or derivatives at a given price. The timing constraint is critical: the right must not be earlier than six months after the date the right is listed for quotation on an approved exchange. This timing requirement is a classic investor-protection feature—delaying exercise reduces the risk of immediate dilution or sudden investor exposure without adequate time for information and market adjustment.
Regulation 4 (Exemption for offers made using an offer information statement) is the central provision for rights issues and similar offers. Where previously issued units of the relevant trusts are listed for quotation on an approved exchange, a person making an offer of units or derivatives (whether by rights issue or otherwise) is exempt from the requirements under Subdivision (2) of Division 1 of Part XIII of the SFA, other than section 257. In other words, the exemption removes some general offer compliance obligations, but does not displace section 257.
However, the exemption is not automatic. Regulation 4(2) makes it subject to (i) conditions in the Schedule and (ii) additional conditions. Two additional conditions are particularly important:
- Underlying units condition (for derivatives): if derivatives are offered, the underlying units must be units in SP Australia Networks (Finance) Trust or the Additional Trust.
- Offer information statement condition: the offer must be made in or accompanied by an offer information statement that complies with the prescribed requirements under regulation 38 of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 (G.N. No. S 664/2018), as if regulation 38 applied to the offer information statement; or those requirements as modified by the Authority on application. The offer information statement must also be lodged with the Authority.
Finally, Regulation 4(3) limits the duration of the exemption: it applies only for six months after the date of lodgment of the relevant offer information statement. This is a key compliance control. It prevents stale disclosure from being used indefinitely and ensures that the exemption is tied to a current, filed disclosure document.
Regulation 5 (Exemption for offers made using an offer information statement through ATM or WAP phone) extends the Regulation 4 framework to specific distribution channels. Where the relevant trust units are listed for quotation on an approved exchange, a person making an offer of units or derivatives (whether by rights issue or otherwise) is exempt from the same SFA requirements (again, other than section 257), subject to paragraphs (2) and (3). The conditions mirror Regulation 4’s structure: the exemption is subject to the Schedule and additional conditions, and it is designed to accommodate electronic/remote offer delivery via ATMs and WAP phones.
Although the extract provided truncates the remainder of Regulation 5(2), the operative idea is clear: the Regulations recognise that offers may be communicated through automated or mobile channels, and they permit the use of an offer information statement in that context, while maintaining the same investor-protection baseline (Schedule conditions, compliance with the offer information statement regime, and lodging requirements). For practitioners, this means that channel-specific mechanics (ATM/WAP delivery) must be aligned with the disclosure and filing framework, rather than treated as a substitute for it.
The Schedule (Conditions for compliance) is referenced in both Regulations 4 and 5. While the full Schedule text is not included in the extract, its legal function is to impose detailed operational and disclosure conditions on the person making the offer. Typically, such schedules in Singapore subsidiary legislation specify matters such as: how the offer information statement must be made available, what notices must accompany the offer, how acceptance/exercise processes must be conducted, and what record-keeping or procedural safeguards must be followed to ensure the exemption is meaningful and enforceable.
How Is This Legislation Structured?
The Regulations are structured in a conventional Singapore subsidiary legislation format:
- Regulation 1 provides citation and commencement.
- Regulation 2 sets out definitions that determine the scope of the exemptions.
- Regulation 3 creates a narrow exemption for offers pursuant to a specified bonus warrant.
- Regulation 4 creates a broader exemption for offers made using an offer information statement (including rights issues), subject to Schedule conditions and a six-month validity period after lodgment.
- Regulation 5 extends the offer information statement exemption to offers made through ATM or WAP phone, again subject to Schedule conditions and the same general exemption architecture.
- The Schedule contains the detailed compliance conditions that must be met to rely on the exemptions in Regulations 4 and 5.
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, where the relevant units are listed for quotation on an approved exchange. The exemptions are therefore not directed at retail investors; they are directed at issuers, responsible entities, offerors, and intermediaries involved in making the offer.
In addition, the Regulations are tightly linked to the concept of a “responsible entity” (as recorded with ASIC for the relevant managed investment scheme). This means that the identity and regulatory status of the responsible entity is central to whether the trust qualifies and whether the “specified bonus warrant” and offer information statement conditions can be satisfied.
Why Is This Legislation Important?
For practitioners, the Regulations are important because they provide a legal mechanism to proceed with certain capital markets offers without triggering specified SFA offer requirements—while still requiring robust disclosure through an offer information statement. In cross-border stapled structures, the practical challenge is often reconciling Singapore’s offer compliance framework with the issuer’s existing Australian managed investment scheme arrangements. These Regulations demonstrate how Singapore can tailor exemptions to preserve investor protection without imposing duplicative or impractical compliance steps.
From an enforcement and risk perspective, the conditions are the heart of the exemption. The six-month post-lodgment limitation (Regulation 4(3)) and the requirement to lodge an offer information statement (Regulations 4(2)(b) and 5) mean that compliance failures can quickly strip the offer of its exempt status. That, in turn, can expose the offeror to regulatory consequences for making an offer without meeting the applicable SFA requirements.
Finally, the inclusion of ATM and WAP phone pathways (Regulation 5) is a reminder that distribution channels do not change the legal disclosure baseline. Even where offers are operationally delivered through automated or mobile systems, the legal exemption depends on meeting the statutory conditions and ensuring that the offer information statement regime is properly followed.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular section 239C and the referenced Part XIII provisions (Subdivision (2) of Division 1 of Part XIII), and section 257 (carved out)
- Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 (G.N. No. S 664/2018) — regulation 38 (as applied by reference)
- Australia Corporations Act and Corporations Act 2001 (Commonwealth of Australia) — for the definition of trustee incorporation and managed investment scheme status
- Futures Act (as referenced in the metadata 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.