Statute Details
- Title: Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020
- Act Code: SFA2001-S366-2020
- Type: Subsidiary Legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289), section 337(1)
- Commencement: 6 May 2020
- Enacting authority: Monetary Authority of Singapore (MAS)
- Key Provisions: Sections 3 and 4 (exemptions relating to offers made in physical documents)
- Amendments (as reflected in the extract): Amended by S 817/2020 (29 Sep 2020); amended by S 405/2021 (29 Jun 2021)
- Status: Current version as at 27 Mar 2026 (per the extract)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020 (“the Regulations”) is a targeted regulatory instrument made under the Securities and Futures Act (SFA). In plain terms, it creates a temporary exemption from specific statutory requirements that would otherwise apply to certain offers of investments.
The Regulations focus on a practical compliance problem: issuers and responsible persons sometimes need to make offers using physical documents (for example, offer documents distributed to investors), while the detailed “offer information statement” is published online. Without an exemption, the SFA provisions referenced in the Regulations could require the offer information statement to be provided in a particular manner (or could restrict the use of physical documents that do not themselves contain the full information statement).
Accordingly, the Regulations allow qualifying offers to proceed using a physical document, provided that the physical document contains clear directions for investors to read the offer information statement and that the offer information statement is published online in a way that is accessible and printable. The exemption is conditional and is designed to preserve investor protection by ensuring investors can obtain the information before applying.
What Are the Key Provisions?
1. Citation and commencement; deletion of section 2. The Regulations are cited as the “Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020” and come into operation on 6 May 2020. Section 2 is shown as deleted by S 405/2021 with effect from 29 June 2021. While the extract does not reproduce the deleted text, practitioners should note that the operative provisions for the exemption are in sections 3 and 4.
2. Exemption for offers of securities or securities-based derivatives contracts made in physical documents (section 3). Section 3(1) provides that an offer of securities or securities-based derivatives contracts (including offers made by way of a rights issue or otherwise) is exempt from section 277(1)(c) of the SFA if the conditions in section 3(2) are satisfied.
The exemption is not blanket. Section 3(1) also excludes certain categories of securities or securities-based derivatives contracts that may be prescribed by regulations under section 341 of the SFA for the purposes of section 277(1). In practice, counsel should therefore check whether the relevant instrument falls within any prescribed exclusions.
Conditions in section 3(2). The exemption depends on three linked conditions:
- (a) Online publication and printability of the offer information statement. The offer information statement must be:
- published on SGXNET and the issuer’s website (if available); and
- capable of being printed by the person to whom the offer is made.
- (b) The offer must be made in a physical document. This is a key feature of the exemption: the investor receives a physical document as part of the offer process.
- (c) The physical document must direct investors to read the online offer information statement and provide access instructions. The physical document must:
- state that the person should read the offer information statement before submitting an application to subscribe for or purchase;
- state that the offer information statement is available online; and
- specify the address of the online location where the statement is published and contain instructions on how to view, download and print it.
3. Exemption for offers of units in a collective investment scheme made in physical documents (section 4). Section 4 mirrors section 3 but applies to offers of units in a collective investment scheme. Under section 4(1), where the units are listed for quotation on an approved exchange (again, whether by way of rights issue or otherwise), the offer is exempt from section 305B(1)(b) of the SFA if section 4(2)’s conditions are met.
Conditions in section 4(2). The conditions are substantively the same structure as section 3, but with modifications reflecting the collective investment scheme context:
- (a) Online publication and printability. The offer information statement must be:
- published on SGXNET and the website of the responsible person of the collective investment scheme (if available); and
- capable of being printed by the offeree.
- (b) Offer made in a physical document. The exemption is tied to the offer being made in physical form.
- (c) Physical document must contain investor-facing directions and access details. The physical document must:
- state that the person should read the offer information statement before submitting an application to subscribe for or purchase the units;
- state that the offer information statement is available online; and
- specify the address of the online location and include instructions on how to view, download and print the statement.
4. Practical compliance emphasis: investor access and “read-before-apply” messaging. Although the Regulations are framed as exemptions from particular SFA provisions, the conditions effectively require that investors are not disadvantaged by the use of physical documents. The physical document must clearly tell investors to read the offer information statement before applying and must provide sufficient instructions to access, download, and print it. This is the core investor-protection mechanism embedded in the exemption.
How Is This Legislation Structured?
The Regulations are short and structured as follows:
- Section 1 (Citation and commencement): sets the name of the Regulations and the commencement date (6 May 2020).
- Section 2: shown as deleted by S 405/2021 with effect from 29 June 2021.
- Section 3 (Exemption for offers of securities or securities-based derivatives contracts made in physical document): provides the exemption from section 277(1)(c) of the SFA, subject to conditions relating to online publication, printability, and required content in the physical document.
- Section 4 (Exemption for offers of units in a collective investment scheme made in physical document): provides the exemption from section 305B(1)(b) of the SFA, using parallel conditions tailored to collective investment schemes and the responsible person’s website.
Who Does This Legislation Apply To?
The Regulations apply to parties making qualifying offers of investments in Singapore that fall within the scope of the SFA provisions referenced in the Regulations. Specifically, section 3 applies to offers of securities or securities-based derivatives contracts, while section 4 applies to offers of units in a collective investment scheme whose units are listed for quotation on an approved exchange.
In practical terms, the relevant “offeror” will typically be an issuer (for securities or securities-based derivatives) or the responsible person of a collective investment scheme (for units). The Regulations also assume that the offer information statement will be published on SGXNET and on an appropriate website (issuer’s website or responsible person’s website, if available). Therefore, entities involved in capital markets transactions—particularly rights issues and other offers made with physical application materials—should assess whether they can rely on these exemptions.
Why Is This Legislation Important?
For practitioners, the Regulations are important because they provide a structured pathway to comply with the SFA’s offer information requirements while still using physical documents in the offer process. This is especially relevant where investors receive paper application forms or physical offer materials, but the detailed offer information statement is maintained online for efficiency, version control, and timely updates.
The conditions are carefully drafted to preserve investor protection. The physical document must not merely reference an online location; it must instruct investors to read the offer information statement before applying and must provide actionable instructions to view, download and print the statement. This reduces the risk that investors apply without reviewing key disclosures.
From an enforcement and risk-management perspective, counsel should treat the exemption as conditional and evidence-driven. If the issuer or responsible person fails to publish the offer information statement on SGXNET and the relevant website, or if the physical document does not contain the required “read-before-apply” and access instructions, the exemption may not apply. That could expose the offeror to non-compliance with the underlying SFA provisions (sections 277(1)(c) and 305B(1)(b)), with potential regulatory consequences.
Related Legislation
- Securities and Futures Act (Cap. 289): Sections 277(1)(c), 305B(1)(b), 337(1), and related provisions (including section 341 for prescribed exclusions)
- Futures Act: Listed in the metadata as related legislation (contextual linkage may be transaction- or product-specific)
- Legislation Timeline / Amendments: S 817/2020; S 405/2021
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Temporary Exemption from Sections 277(1)(c) and 305B(1)(b)) Regulations 2020 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.