Statute Details
- Title: Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) (Exemption from Subdivisions (2) and (3) of Division 1 of Part XIII for REIT Bonds) Regulations 2011
- Act Code: SFA2001-S51-2011
- Type: Subsidiary Legislation (sl)
- Authorising Act: Securities and Futures Act (Chapter 289)
- Enacting power: Section 337(1) of the Securities and Futures Act
- Commencement: 9 February 2011
- Current version status: Current version as at 27 March 2026
- Key provisions (from extract): Regulation 1 (citation/commencement); Regulation 2 (definitions); Regulation 3 (exemption for offers made using an offer information statement); Regulation 4 (exemption for offers made via automated teller machine); Regulation 5 (exemption for offer of traded REIT Bonds)
- Schedules: First Schedule (requirements relating to statements in an offer information statement for REIT Bonds); Second Schedule (particulars to be included in such offer information statement)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) (Exemption from Subdivisions (2) and (3) of Division 1 of Part XIII for REIT Bonds) Regulations 2011 (“REIT Bonds Exemption Regulations”) create a targeted regulatory exemption for certain offers of REIT Bonds in Singapore. In plain terms, the Regulations allow qualifying REIT Bond offers to avoid specific procedural and compliance requirements found in Subdivisions (2) and (3) of Division 1 of Part XIII of the Securities and Futures Act (“SFA”), provided that the offer is made using (and is accompanied by) an approved-style “offer information statement” and meets detailed conditions.
The Regulations recognise that REIT Bonds are a distinct category of investment products—debt securities issued by, or linked to, real estate investment trusts (REITs). Rather than applying the full set of requirements applicable to broader offers of investments, the Regulations permit a more tailored disclosure-and-consent regime. The trade-off is clear: the exemption is conditional on robust disclosure (through the offer information statement) and on formalities such as signing, lodgment with the Monetary Authority of Singapore (“MAS”), expert consent (where applicable), and underwriting/issue manager consent.
Practically, the Regulations are designed to facilitate REIT financing and capital markets activity while maintaining investor protection. They do so by requiring a structured offer information statement (with contents mandated by the First and Second Schedules) and by ensuring that key persons (directors, managers, issue managers, underwriters, and experts) have provided consent and are properly identified.
What Are the Key Provisions?
1. Definitions and the scope of “REIT Bonds”
Regulation 2 defines important terms that determine whether the exemption is available. “REIT” means a real estate investment trust. “REIT Bond” is defined broadly to include: (a) debenture stock, bonds, notes and other debt securities (issued or proposed to be issued by a trustee on behalf of the REIT); and (b) any right, option or derivative in respect of such debentures of a REIT. This breadth matters for practitioners because it can capture not only straightforward bond issuance but also certain structured rights or derivative-linked instruments referencing REIT debentures.
The Regulations also define “debentures of a REIT” and “issue manager”. The “Manager” is defined as the responsible person for the REIT. These definitions are central because the signing and consent requirements in the exemption depend on whether the offer is made by the Manager and how control relationships exist between the offeror and the Manager.
2. Core exemption: offers made with an offer information statement (Regulation 3)
Regulation 3 is the heart of the regime. Subject to conditions, Subdivisions (2) and (3) of Division 1 of Part XIII (other than section 257) of the SFA do not apply to an offer of REIT Bonds made in or accompanied by an offer information statement relating to the offer. The exemption applies “whether by means of a rights issue or otherwise,” which is important for REIT financing structures that may be offered to existing unitholders or to the market more generally.
Conditions are extensive and are where most legal work will occur. Key conditions include:
- Compliance with the Schedules: The offer information statement must comply with the First Schedule (requirements relating to statements) and contain the particulars set out in the Second Schedule.
- Signing requirements: The offer information statement must be signed by specified persons depending on who makes the offer and the relationship to the Manager.
- If the person making the offer is the Manager: it must be signed by every director (or equivalent person) of the Manager and every person named as a proposed director (or equivalent).
- If the person making the offer is not the Manager but the Manager is controlled by the offeror (or related parties): signing is required by the persons referred to above, plus additional signing by directors of the offeror entity or authorisation by an individual offeror.
- In other cases: signing is by directors of the offeror entity or by the individual offeror (or a person authorised in writing).
- Authority modifications: If the offer information statement is not in accordance with the Second Schedule particulars or the signing requirements, it must contain or comply with modifications made by MAS on application by an interested person.
- Lodgment with MAS: The offer information statement must be lodged with MAS.
- Time limit for making the offer: The offer must be made within 6 months from the date of lodgment of the offer information statement with MAS.
3. Expert and named party consent (Regulation 3(2)(g)–(j))
Investor disclosure regimes often hinge on whether third-party statements are properly authorised. Regulation 3 includes detailed consent requirements for experts and named intermediaries:
- Expert statements: If the offer information statement includes a statement purporting to be made by, or based on, an expert (subject to an exception referenced in the extract), and there is no written approval from MAS to waive the requirement, then:
- the expert must have given written consent and not withdrawn it before lodgment; and
- the offer information statement must state that the expert has given and has not withdrawn consent.
- Issue manager consent: If a person is named as the issue manager, the offer information statement must not be issued unless the issue manager has given and not withdrawn written consent before lodgment, and the statement of consent appears in the offer information statement.
- Underwriter consent: Similarly, if a person is named as an underwriter (but not a sub-underwriter), the offer information statement must not be issued unless the underwriter has given and not withdrawn written consent before lodgment, and the statement appears in the offer information statement.
These provisions are highly practical: they require internal document control and evidence management. For example, counsel should ensure that consent letters are dated, consistent with the final form of the offer information statement, and that withdrawals (if any) are tracked. The Regulations also require the person making the offer to lodge the written consents with MAS at the time of lodgment and to deposit true copies at the Manager’s registered office (or a Singapore address specified in the offer information statement) within a specified period after lodgment (the extract indicates a 7-day deposit requirement).
4. Exemption mechanics for specific offer channels (Regulations 4 and 5)
While the extract only shows the enacting formula and the heading of Regulations 4 and 5, the structure indicates that the Regulations provide additional, channel-specific exemptions. Regulation 4 addresses offers made using an offer information statement through an automated teller machine (ATM). This suggests a regulatory recognition that certain retail distribution channels may rely on machine-readable or electronic delivery of offer information, and that the exemption should still apply when the offer information statement is used in that manner.
Regulation 5 provides an exemption for an offer of traded REIT Bonds. “Traded” implies REIT Bonds that are already listed or otherwise traded in a market context. The policy rationale is typically that market pricing and ongoing disclosure may reduce the incremental risk that the excluded SFA subdivisions were designed to address, but the exemption is still likely conditioned on the offer information statement framework and related requirements.
How Is This Legislation Structured?
The Regulations are short and operational. They consist of:
- Regulation 1: Citation and commencement (9 February 2011).
- Regulation 2: Definitions (including “REIT”, “REIT Bond”, “Manager”, “issue manager”, and “latest practicable date”).
- Regulation 3: Main exemption for REIT Bond offers made in or accompanied by an offer information statement, with detailed conditions (compliance with schedules, signing, lodgment, timing, expert/consent requirements, and consent deposit obligations).
- Regulation 4: Exemption for offers made using an offer information statement through an ATM.
- Regulation 5: Exemption for offers of traded REIT Bonds.
- First Schedule: Requirements relating to statements in the offer information statement for REIT Bonds.
- Second Schedule: Particulars to be included in the offer information statement (including a front cover component, as indicated in the extract).
For practitioners, the schedules are not “appendices”; they are the substantive disclosure blueprint. The exemption is conditional on compliance with those schedules, so document review should be schedule-driven.
Who Does This Legislation Apply To?
The Regulations apply to persons making offers of REIT Bonds in Singapore that seek to rely on the exemption from specified SFA requirements. This includes the Manager of a REIT and other offerors (such as entities or individuals making the offer) where the Manager is controlled by the offeror or where other relationships trigger different signing rules.
In practice, the Regulations will be relevant to REIT trustees (where debentures are issued on behalf of the REIT), REIT managers/responsible persons, issue managers, underwriters, and experts whose statements are included in the offer information statement. Because the exemption is conditional on consent and signing, these parties must be engaged early in the transaction timeline to avoid delays or non-compliance.
Why Is This Legislation Important?
This legislation is important because it provides a structured pathway for REIT Bond issuance while maintaining disclosure and accountability. By exempting offers of REIT Bonds from certain SFA subdivisions, it reduces regulatory friction for REIT financing—particularly where the offer is accompanied by a properly prepared offer information statement.
For legal practitioners, the key value is predictability: the exemption is not discretionary in the ordinary sense; it is conditional on objective requirements (schedule compliance, signing, lodgment, timing, and consent). That means counsel can build a compliance checklist and manage risk through document governance.
Enforcement risk remains real. If the offer information statement fails to meet the First and Second Schedule requirements, or if consents are missing/withdrawn, the exemption may not apply. That could expose the offeror to the underlying SFA requirements that the exemption was intended to bypass, and potentially to regulatory action for non-compliance. Accordingly, the Regulations should be treated as a compliance framework rather than a mere drafting formality.
Related Legislation
- Securities and Futures Act (Chapter 289) — in particular Part XIII (Division 1, Subdivisions (2) and (3)) and section 337(1) (authorising power)
- Futures Act (noting it is listed in the provided metadata as related legislation)
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) (Exemption from Subdivisions (2) and (3) of Division 1 of Part XIII for REIT Bonds) Regulations 2011 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.