Statute Details
- Title: Securities and Futures (Offers of Investments) (Exemption for PruPerformance Share Scheme) Regulations 2014
- Act Code: SFA2001-S623-2014
- Legislation Type: Subsidiary legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Enacting Formula / Power: Made under section 337(1) of the Securities and Futures Act
- Citation and Commencement: Comes into operation on 26 September 2014
- Key Provisions (from extract): Section 2 (Definitions); Section 3 (Exemption)
- Status: Current version as at 27 March 2026
- Notable Amendment: Amended by S 631/2018 with effect from 8 October 2018
- Regulatory Authority: Monetary Authority of Singapore (MAS)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Exemption for PruPerformance Share Scheme) Regulations 2014 (“PruPerformance Exemption Regulations”) create a targeted regulatory exemption from certain prospectus-related requirements under the Securities and Futures Act (the “SFA”). In plain terms, the Regulations allow Prudential Assurance Company Singapore (Pte) Limited (the “Company”) to offer shares to specified recipients under a particular employee/agent share incentive arrangement—without having to comply with the relevant subdivision of the SFA that would otherwise apply to such offers.
The exemption is narrow and scheme-specific. It is not a general “prospectus waiver” for any share offer. Instead, it is tied to the PruPerformance Share Scheme, which is defined by reference to internal approvals and to the Prudential Agency Long Term Incentive Plan framework. This design reflects a common regulatory approach: where the offer is part of an established incentive scheme and the risk profile is controlled, MAS may permit an exemption subject to conditions.
Practically, the Regulations address the compliance burden that would arise if the Company had to register a prospectus (or meet prospectus-related statutory requirements) for each offer of shares under the scheme. The exemption is conditioned on disclosure to recipients and on restrictions on the payment of selling or promotional expenses, thereby seeking to preserve investor protection while enabling efficient corporate remuneration administration.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the short title and confirms that the Regulations come into operation on 26 September 2014. For practitioners, this matters when assessing whether an offer made under the scheme falls within the exemption period.
Section 2 (Definitions) is central because it precisely identifies the scheme and the governance bodies involved. The Regulations define:
- Approvals Committee: the committee set up by Prudential plc to consider matters pertaining to the funding of any share incentive scheme proposed by Prudential plc or its subsidiary (including the Company).
- Business Unit Remuneration Committee: the committee set up by Prudential plc to consider matters pertaining to the structure of any share incentive scheme proposed by any subsidiary of Prudential plc operating in Asia (including the Company).
- Company: Prudential Assurance Company Singapore (Pte) Limited.
- PruPerformance Share Scheme: the share incentive scheme approved by the Business Unit Remuneration Committee on 19 May 2014 and by the Approvals Committee on 22 May 2014, under which shares in Prudential plc are to be issued to the agents of the Company in accordance with the Rules of the Prudential Agency Long Term Incentive Plan.
- Rules of the Prudential Agency Long Term Incentive Plan: the rules approved on 15 December 2011 by the remuneration committee set up by Prudential plc pursuant to the UK Corporate Governance Code, and under which shares are issued under share incentive schemes approved by the Approvals Committee and the Business Unit Remuneration Committee.
This definitional architecture is important for compliance. If the scheme is modified materially, or if offers are made to persons outside the defined “agents” category, the exemption may no longer fit the statutory description. Lawyers advising on ongoing administration should therefore confirm that the scheme operation remains within the defined parameters.
Section 3 (Exemption) is the operative provision. Section 3(1) states that, subject to the conditions in paragraph (2), Subdivision (2) of Division 1 of Part XIII of the SFA (other than section 257) shall not apply in relation to an offer of shares by the Company under the PruPerformance Share Scheme to the agents of the Company.
In practical terms, this means that the Company can make the relevant share offers without the usual statutory application of that subdivision—commonly associated with prospectus or offer-related requirements—provided the conditions are met. The carve-out “other than section 257” signals that some obligations under section 257 remain applicable even where the exemption is granted. Practitioners should therefore not assume a full removal of all offer-related statutory duties; instead, they must map which provisions are excluded and which remain.
Section 3(2) (Conditions) sets out two categories of conditions:
(a) Written statement to recipients
Under Section 3(2)(a), the Company must give to any person to whom it makes the offer a written statement that the offer:
- is made in reliance on an exemption granted by MAS pursuant to these Regulations; and
- is not made in, or accompanied by, a prospectus registered by MAS.
This is a disclosure condition designed to ensure that recipients understand the regulatory basis for the offer and the absence of a registered prospectus. For legal teams, this requires careful drafting and record-keeping: the statement must be provided to each offeree, and the documentation should evidence delivery at the time of offer.
(b) Restrictions on selling or promotional expenses
Section 3(2)(b) restricts the use of funds for selling or promotional activities. It provides that no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for:
- administrative or professional services; or
- commission or fees for services rendered by specified categories of persons.
The categories of permissible service providers are detailed and were updated by the 2018 amendment (S 631/2018). The Regulations allow commission/fees to be paid to:
- a holder of a capital markets services licence to carry on business of dealing in capital markets products that are securities or securities-based derivatives contracts;
- a person exempted from the requirement to hold such a capital markets services licence (for dealing in those products); or
- a person licensed, approved, authorised or otherwise regulated under the laws of a foreign jurisdiction in respect of dealing in those products, or exempted therefrom.
From a practitioner’s perspective, this condition is often where implementation risk sits. If the Company uses intermediaries or advisers for the offer and pays them in a way that could be characterised as “selling or promotional expenses” rather than administrative/professional services or permitted commissions/fees, the exemption could be jeopardised. Lawyers should therefore review the contracting structure, fee arrangements, and the nature of services performed by counterparties.
How Is This Legislation Structured?
The Regulations are concise and consist of an enacting formula and three substantive provisions:
- Section 1: Citation and commencement.
- Section 2: Definitions, including the governance committees and the precise definition of the PruPerformance Share Scheme.
- Section 3: The exemption mechanism and its conditions, including the written statement requirement and the limitation on selling/promotional expenses.
There are no additional parts or schedules in the extract provided; the legislative design is “short-form” and scheme-specific, relying heavily on definitions to anchor the exemption to a particular corporate incentive arrangement.
Who Does This Legislation Apply To?
The Regulations apply to offers of shares by the Company (Prudential Assurance Company Singapore (Pte) Limited) under the PruPerformance Share Scheme made to the agents of the Company. The exemption is therefore not available to other issuers, other schemes, or offers to other classes of recipients.
For advisers, this means the first step in assessing applicability is factual and documentary: confirm that the offer is indeed “under” the defined scheme, that the recipients are within the defined category (agents of the Company), and that the scheme approvals and governing plan rules match the definitions in Section 2. If any of these elements are uncertain, the exemption should not be assumed.
Why Is This Legislation Important?
Although the Regulations are narrow, they are practically significant for corporate remuneration and incentive administration. Share incentive schemes often involve recurring grants or issuances. Without an exemption, the Company might face prospectus-related compliance burdens that are disproportionate to the nature of the offer—particularly where the recipients are agents and where the scheme is governed by established internal approval processes.
The Regulations also illustrate MAS’s approach to balancing efficiency with investor protection. The written statement condition ensures recipients are informed that the offer relies on a regulatory exemption and is not accompanied by a MAS-registered prospectus. The restriction on selling/promotional expenses limits the risk that the exemption could be used to facilitate marketing-like distribution of securities.
Finally, the 2018 amendment (S 631/2018) underscores that practitioners must keep track of regulatory terminology and licensing frameworks. The updated references to capital markets services licensing and foreign-regulated dealing ensure that the exemption remains aligned with Singapore’s evolving market conduct and licensing regime. For ongoing scheme administration, legal teams should periodically re-check whether any intermediaries used for the offer fall within the permitted categories.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular, section 337(1) (making power) and Subdivision (2) of Division 1 of Part XIII (prospectus/offer-related framework), with reference to section 257 (explicitly excluded from the exemption).
- Futures Act (as indicated in the provided metadata context)
- Timeline / Legislation amendments — including S 631/2018 (effective 8 October 2018) amending the Regulations
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Exemption for PruPerformance Share Scheme) Regulations 2014 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.