Statute Details
- Title: Securities and Futures (Offers of Investments) (Shares and Debentures) (Exemption from Prospectus and Pricing Statement Requirements) Regulations 2006
- Act Code: SFA2001-S182-2006
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Enacting Formula / Power Source: Made in exercise of powers conferred by sections 247(3) and 341 of the Securities and Futures Act
- Commencement: 29 March 2006
- Key Provisions:
- Section 1: Citation and commencement
- Section 2: Definitions (including references to “asset-backed securities”, “securitisation transaction”, “sponsor”, “structured notes”, and “synthetic securitisation transaction”)
- Section 3: Exemption from certain prospectus requirements (Eighth or Ninth Schedule to the Principal Regulations)
- Section 4: Exemption from certain pricing statement requirements (Twelfth or Thirteenth Schedule to the Principal Regulations)
- Status: Current version as at 27 March 2026
- Notable Amendment: Amended by S 685/2018 (w.e.f. 8 October 2018), updating definitions and scope for structured notes / synthetic securitisation
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Shares and Debentures) (Exemption from Prospectus and Pricing Statement Requirements) Regulations 2006 (“Prospectus and Pricing Exemption Regulations”) create targeted exemptions from certain disclosure requirements that would otherwise apply to offers of particular investment products under Singapore’s Securities and Futures regulatory framework.
In plain language, the Regulations recognise that some securitisation-related offerings—specifically asset-backed securities and structured notes—involve sponsors and structured processes where the full set of standard prospectus or pricing statement details may be unnecessary or duplicative. Instead of requiring every specified item in the relevant schedules, the Regulations allow issuers to omit specified information if they include sponsor responsibility statements in the lodged documents.
The Regulations operate as a “carve-out” from the Principal Regulations (the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018). They do not remove the need to lodge a prospectus or pricing statement; rather, they exempt issuers from particular named paragraphs within the relevant schedule requirements, subject to strict conditions.
What Are the Key Provisions?
1. Definitions and regulatory cross-references (Section 2)
Section 2 sets the interpretive foundation by defining key terms and linking them to the Securities and Futures Act and the Principal Regulations. The Regulations incorporate meanings for “asset-backed securities” and “securitisation transaction” from section 262(3) of the Act. They also define “structured notes” and “synthetic securitisation transaction” by reference to section 240AA(5) of the Act. Importantly, the definition of “sponsor” is tailored to the product type:
- For asset-backed securities, the sponsor is the entity that initiates the securitisation transaction by originating or acquiring and packaging a group of assets for resale as asset-backed securities.
- For structured notes, the sponsor is the entity that initiates the synthetic securitisation transaction by originating and packaging exposure to a group of reference assets for sale as structured notes.
This sponsor concept is central because the exemptions are conditioned on sponsor statements accepting responsibility and confirming the accuracy and completeness of information.
2. Exemption from prospectus requirements (Section 3)
Section 3 addresses exemptions from prospectus requirements under the Eighth or Ninth Schedule to the Principal Regulations. The structure is product-specific and schedule-specific.
Asset-backed securities (Section 3(1))
Where an issuer lodges with the Authority a prospectus for an offer of asset-backed securities under section 240(1) of the Act, the issuer is exempt (subject to conditions in Section 3(3)) from:
- Paragraph 2 of Part 2 of the Eighth Schedule (to the extent it requires “the names and occupations of each of the directors or equivalent persons of the sponsor”); and
- Paragraph 7 of Part 10 of the Eighth Schedule.
Structured notes (Section 3(2))
Where an issuer lodges a prospectus for an offer of structured notes issued pursuant to a synthetic securitisation transaction under section 240(1) of the Act, the issuer is exempt (subject to conditions in Section 3(3)) from:
- Paragraph 1(b)(ii) and paragraph 22 of Part 10 of the Ninth Schedule to the Principal Regulations.
Condition: sponsor responsibility and accuracy confirmations (Section 3(3))
The exemptions in Section 3(1) and (2) are not automatic. They are conditional on the prospectus including two sponsor statements:
- Sponsor responsibility statement: the sponsor must state that it accepts full responsibility for the accuracy of the information given in the prospectus.
- Accuracy and completeness confirmation: the sponsor must confirm, having made all reasonable enquiries, that to the best of its knowledge and belief:
- the facts stated and opinions expressed are fair and accurate in all material respects as at the date of the prospectus; and
- there are no material facts the omission of which would make any statement in the prospectus misleading.
Practically, this means that while certain disclosure items about sponsor directors or equivalent persons may be omitted, the regulatory “accountability” is shifted to a formal sponsor undertaking within the prospectus.
3. Exemption from pricing statement requirements (Section 4)
Section 4 provides parallel exemptions for pricing statements under the Twelfth or Thirteenth Schedule to the Principal Regulations. The logic mirrors Section 3: the issuer must lodge a pricing statement, but may omit specified schedule content if sponsor responsibility statements are included.
Asset-backed securities under a debenture issuance programme (Section 4(1))
Where an issuer lodges a pricing statement for an offer of asset-backed securities under a debenture issuance programme under section 240, read with section 240A(1)(b) of the Act, the issuer is exempt (subject to Section 4(3)) from:
- Paragraph 2(d) of the Twelfth Schedule to the Principal Regulations.
Structured notes under a debenture issuance programme (Section 4(2))
Where an issuer lodges a pricing statement for an offer of structured notes issued pursuant to a synthetic securitisation transaction under a debenture issuance programme under section 240, read with section 240A(1)(b) of the Act, the issuer is exempt (subject to Section 4(3)) from:
- Paragraph 2(d) of the Thirteenth Schedule to the Principal Regulations.
Condition: sponsor responsibility and accuracy confirmations (Section 4(3))
As with prospectuses, the exemptions are conditioned on including sponsor statements in the pricing statement. The required content is substantively the same as in Section 3(3):
- a statement by the sponsor accepting full responsibility for the accuracy of information in the pricing statement; and
- a confirmation, after all reasonable enquiries, that facts and opinions are fair and accurate in all material respects as at the date of the pricing statement, and that no material facts are omitted that would make any statement misleading.
4. Regulatory intent embedded in the conditions
Although the Regulations are framed as “exemptions”, they are best understood as a risk allocation mechanism. The Authority permits omission of certain prescribed disclosure elements, but requires the sponsor to assume explicit responsibility and provide a structured assurance of accuracy and completeness. This is a common regulatory technique: reduce administrative burden and duplication while maintaining investor protection through accountability statements.
How Is This Legislation Structured?
The Regulations are concise and consist of four sections:
- Section 1 sets the citation and commencement date (29 March 2006).
- Section 2 provides definitions and cross-references to the Securities and Futures Act and the Principal Regulations.
- Section 3 creates exemptions for prospectus requirements under the Eighth and Ninth Schedules, with conditions requiring sponsor responsibility and accuracy confirmations.
- Section 4 creates exemptions for pricing statement requirements under the Twelfth and Thirteenth Schedules, again conditioned on sponsor responsibility and accuracy confirmations.
There are no additional parts or complex procedural provisions in the Regulations themselves; the operative requirements are contained in the schedule-specific exemptions and the sponsor statement conditions.
Who Does This Legislation Apply To?
The Regulations apply to issuers who lodge either a prospectus or a pricing statement with the Monetary Authority of Singapore (the “Authority”) in connection with offers of:
- asset-backed securities under section 240(1) of the Securities and Futures Act; and
- structured notes issued pursuant to synthetic securitisation transactions under section 240(1) of the Act.
For pricing statements, the offers must be made under a debenture issuance programme under section 240, read with section 240A(1)(b) of the Act.
While the exemptions are granted to the issuer, the conditions require statements by the sponsor. Accordingly, in practice, issuers and sponsors must coordinate closely on drafting and due diligence to ensure the sponsor can truthfully make the required confirmations “having made all reasonable enquiries”.
Why Is This Legislation Important?
This Regulations is important because it directly affects the content requirements of prospectuses and pricing statements for securitisation-related offerings. For practitioners, the key value lies in understanding that the exemption is not a blanket relief: it is limited to specific schedule paragraphs and is conditional on sponsor accountability statements.
From a compliance perspective, the Regulations can reduce certain prescribed disclosure items (notably, in the asset-backed securities prospectus context, the requirement to provide names and occupations of sponsor directors or equivalent persons). However, the trade-off is that sponsors must provide formal responsibility and accuracy confirmations. This has practical implications for:
- due diligence workflows (to support “all reasonable enquiries”);
- sign-off governance (ensuring the sponsor’s confirmations are authorised and defensible); and
- liability and disclosure strategy (because the sponsor’s undertaking becomes a focal point for regulatory and investor reliance).
Finally, the 2018 amendment (S 685/2018) demonstrates that the regulatory framework evolves to accommodate new securitisation structures—particularly synthetic securitisation and structured notes. Lawyers advising on cross-product offerings must therefore confirm that the current definitions and schedule references align with the product’s legal characterisation under the Securities and Futures Act.
Related Legislation
- Securities and Futures Act (Cap. 289) (including sections 240, 240A(1)(b), 247(3), 262(3), 341, and 240AA(5))
- Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 (the “Principal Regulations”)—especially the Eighth, Ninth, Twelfth and Thirteenth Schedules
- Futures Act (mentioned in the provided metadata as related legislation context)
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Shares and Debentures) (Exemption from Prospectus and Pricing Statement Requirements) Regulations 2006 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.