# legal_provisions

document_id: sfa-2001
provision_ref: s137V
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137V
title: Trustee to keep register of substantial unitholders
content:
137V. —(1) The trustee of a real estate investment trust must keep a register in which it must immediately enter — ( a ) the names of persons from whom it has received a notice under section 135 as applied by section 137U(1); and ( b ) against each name so entered, the information given in the notice and, where it receives a notice under section 136 or 137 as applied by section 137U(1), the information given in that notice. [2/2009] (2) The trustee must keep the register at its registered office or, if the trustee does not have a registered office, at its principal place of business in Singapore, and the register must be open for inspection by a unitholder of the real estate investment trust without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the trustee requires. [2/2009] (3) A person may request the trustee to provide the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the trustee requires for every page or part thereof required to be copied, and the trustee must send the copy to that person within 14 days, or such longer period as the Authority may allow in any particular case, after the day on which the trustee received the request. [2/2009] (4) The Authority may at any time in writing require the trustee to provide it with a copy of the register or any part of the register and the trustee must send the copy to the Authority within 7 days after the day on which the trustee received the requirement. [2/2009] (5) Any trustee which fails to comply with subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009]


document_id: sfa-2001
provision_ref: s137W
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137W
title: Powers of court with respect to non‑compliance by substantial unitholders
content:
137W. —(1) Where a person is or has been a substantial unitholder of a real estate investment trust and has failed to comply with section 135, 136 or 137 as applied by section 137U(1), a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders: ( a ) an order restraining the person who is or has been a substantial unitholder from disposing of any interest in units in the real estate investment trust of which the person is or has been a substantial unitholder; ( b ) an order restraining a person who is, or is entitled to be, the holder of units referred to in paragraph ( a ) from disposing of any interest in those units; ( c ) an order restraining the exercise by any person of any voting or other rights attached to any unit in the real estate investment trust in which the substantial unitholder has or has had an interest; ( d ) an order directing the trustee of the real estate investment trust not to make payment, or to defer making payment, out of the property of the trust of any sum due in respect of any unit in which the substantial unitholder has or has had an interest; ( e ) an order directing the sale of any or all of the units in the real estate investment trust in which the substantial unitholder has or has had an interest; ( f ) an order directing the trustee of the real estate investment trust not to register or cause to be registered in the register of unitholders the transfer or transmission of units specified by the court; ( g ) an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any units or interest in units in the real estate investment trust specified by the court; ( h ) an order that any exercise by any person of the voting or other rights attached to units in the real estate investment trust specified by the court in which the substantial unitholder has or has had an interest be disregarded; ( i ) for the purposes of securing compliance with any other order made under this section, an order directing the responsible person for or the trustee of the real estate investment trust, or any other person, to do or refrain from doing an act specified by the court. [2/2009; 35/2014] (2) Any order made under this section may include such ancillary or consequential provisions as the court thinks just. [2/2009] (3) An order made under this section directing the sale of any unit may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial unitholder of the real estate investment trust. [2/2009] (4) Where a unit is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold unit is to vest in. [2/2009] (5) The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person. [2/2009] (6) The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied — ( a ) that the failure of the person who is or has been a substantial unitholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and ( b ) that in all the circumstances, the failure ought to be excused. [2/2009] (7) The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. [2/2009] (8) The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. [2/2009] (9) Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (10) Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court. [2/2009]


document_id: sfa-2001
provision_ref: s137X
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137X
title: Power of trustee to require disclosure of beneficial interest in voting units
content:
137X. —(1) The trustee of a real estate investment trust may by written notice require any unitholder of the trust within such reasonable time as is specified in the notice — ( a ) to inform it whether the unitholder holds any voting units in the trust as beneficial owner or as trustee; and ( b ) if the unitholder holds them as trustee, to indicate so far as the unitholder can the persons for whom the unitholder holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest. [2/2009] (2) Where the trustee of a real estate investment trust is informed pursuant to a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting units in the trust, the trustee may by written notice require that other person within such reasonable time as is specified in the notice — ( a ) to inform it whether that other person holds that interest as beneficial owner or as trustee; and ( b ) if that other person holds it as trustee, to indicate so far as that other person can the persons for whom that other person holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest. [2/2009] (3) The trustee of a real estate investment trust may by written notice require any unitholder of the trust to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting units in the trust held by the unitholder are the subject of an agreement or arrangement under which another person is entitled to control the unitholder’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it. [2/2009] (4) The notice referred to in subsection (1), (2) or (3) must contain such other information as the Authority may prescribe, and the delivery of such notice must comply with such requirements as the Authority may prescribe. [2/2009] (5) Any person to whom a notice is issued under subsection (1), (2) or (3) must comply with that notice. [2/2009] (6) Whenever the trustee of a real estate investment trust receives information from a person pursuant to a requirement imposed on the person under this section with respect to units held by a unitholder of the trust, it is under an obligation to inscribe against the name of that unitholder in a separate part of the register kept by it under section 137V — ( a ) the fact that the requirement was imposed and the date on which it was imposed; and ( b ) the information received pursuant to the requirement. [2/2009] (7) Section 137V applies in relation to the part of the register referred to in subsection (6) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (6). [2/2009] (8) Any person who — ( a ) intentionally or recklessly contravenes subsection (5); or ( b ) in purported compliance with subsection (5), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (9) Any person who — ( a ) contravenes subsection (5); or ( b ) in purported compliance with subsection (5), provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (10) A person shall not be guilty of an offence under subsection (8)( a ) or (9)( a ) if the person proves that the information in question was already in the possession of the trustee of the real estate investment trust, or that the requirement to give it was for any other reason frivolous or vexatious. [2/2009] (11) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (2) &#x2014; Disclosure by directors and chief executive
officer of responsible person


document_id: sfa-2001
provision_ref: s137Y
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137Y
title: Duty of director and chief executive officer of responsible person to notify of interests
content:
137Y. —(1) Every director and chief executive officer of the responsible person for a real estate investment trust must give written notice to the responsible person of particulars of — ( a ) units in the trust, being units held by him or her, or in which he or she has an interest and the nature and extent of that interest; ( b ) debentures or units of debentures of the trust which are held by him or her, or in which he or she has an interest and the nature and extent of that interest; ( c ) such other securities, securities‑based derivatives contracts or units in a collective investment scheme as the Authority may prescribe, which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and ( d ) any change in respect of the particulars of any matter referred to in paragraphs ( a ), ( b ) and ( c ). [2/2009; 4/2017] (2) A notice under subsection (1) — ( a ) must be in such form and must contain such information as the Authority may prescribe; and ( b ) must be given — (i) in the case of a notice under subsection (1)( d ), within 2 business days after the director or chief executive officer becomes aware of the change; or (ii) in any other case, within 2 business days after — (A) the date on which the director or chief executive officer becomes such a director or chief executive officer; or (B) the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the units, debentures, units of debentures, other securities, securities‑based derivatives contracts or units in a collective investment scheme referred to in subsection (1), whichever last occurs. [2/2009; 4/2017] (3) For the purposes of this section, a director or chief executive officer of a responsible person is deemed to have an interest in securities, securities‑based derivatives contracts or units in a collective investment scheme referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the responsible person) (as the case may be) has an interest in those securities, securities‑based derivatives contracts or units in a collective investment scheme. [2/2009; 4/2017] (4) In this section — “family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years; “unit”, in relation to a debenture, means any right or interest, whether legal or equitable, in the debenture, by whatever name called, and includes any option to acquire any such right or interest in the debenture. [2/2009]


document_id: sfa-2001
provision_ref: s137Z
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137Z
title: Penalties under this Subdivision
content:
137Z. —(1) Any director or chief executive officer of the responsible person for a real estate investment trust who — ( a ) intentionally or recklessly contravenes section 137Y(1) or (2); or ( b ) in purported compliance with section 137Y, provides any information which he or she knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (2) Any director or chief executive officer of the responsible person for a real estate investment trust who — ( a ) contravenes section 137Y(1) or (2); or ( b ) in purported compliance with section 137Y, provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (3) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (3) &#x2014; Disclosure by holders of voting shares in
responsible person


document_id: sfa-2001
provision_ref: s137ZA
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZA
title: Duty of holders of voting shares in responsible person to notify responsible person
content:
137ZA. —(1) Where the percentage of interest of a person in the voting shares in a responsible person for a real estate investment trust reaches, crosses or falls below 15%, 30%, 50% or 75%, the person must give written notice to the responsible person within 2 business days after the person becomes aware of this. [2/2009] (2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe. [2/2009] (3) In subsection (1), the percentage of interest of a person in the voting shares in a responsible person for a real estate investment trust is ascertained by expressing the total votes attached to all the voting shares in which the person has an interest or interests immediately before or (as the case may be) immediately after the relevant time, as a percentage of the total votes attached to — ( a ) all the voting shares (excluding treasury shares) in the responsible person; or ( b ) where the share capital of the responsible person is divided into 2 or more classes of shares, all the voting shares (excluding treasury shares) in the class concerned, and, if it is not a whole number, rounding that figure down to the next whole number. [2/2009]


document_id: sfa-2001
provision_ref: s137ZB
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZB
title: Penalties under this Subdivision
content:
137ZB. —(1) Any person who — ( a ) intentionally or recklessly contravenes section 137ZA(1) or (2); or ( b ) in purported compliance with section 137ZA, provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (2) Any person who — ( a ) contravenes section 137ZA(1) or (2); or ( b ) in purported compliance with section 137ZA, provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (3) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (4) &#x2014; Disclosure by responsible person


document_id: sfa-2001
provision_ref: s137ZC
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZC
title: Duty of responsible person for real estate investment trust to make disclosure
content:
137ZC. —(1) Where the responsible person for a real estate investment trust — ( a ) acquires or disposes of interests in units in, or debentures or units of debentures of, the real estate investment trust; ( aa ) acquires or disposes of interests in such securities, securities‑based derivatives contracts or units in a collective investment scheme of the real estate investment trust as may be prescribed by regulations made under section 341; or ( b ) has been notified in writing by — (i) a substantial unitholder of the real estate investment trust pursuant to a requirement imposed on the substantial unitholder under section 135, 136 or 137 as applied by section 137U(1); (ii) a director or chief executive officer of the responsible person pursuant to a requirement imposed on him or her under section 137Y; or (iii) a person who holds an interest or interests in voting shares in the responsible person pursuant to a requirement imposed on the person under section 137ZA, the responsible person must announce or otherwise disseminate the particulars of the acquisition or disposal, or the information stated in the notice it received (as the case may be) to the organised market operated by the approved exchange on whose official list any or all of the units in the trust are listed, as soon as practicable and in any case no later than the end of the business day following the day on which the responsible person became aware of the acquisition or disposal, or received the notice. [2/2009; 4/2017] (2) The responsible person must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe. [2/2009] (3) Any responsible person for a real estate investment trust that — ( a ) intentionally or recklessly contravenes subsection (1) or (2); or ( b ) in purported compliance with this section, announces or disseminates any information which the responsible person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (4) Any responsible person for a real estate investment trust that — ( a ) contravenes subsection (1) or (2); or ( b ) in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular, in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (5) Where an offence has been committed by a responsible person under subsection (3) or (4), any officer of the responsible person who — ( a ) causes the responsible person to contravene subsection (1); ( b ) announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or ( c ) announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2), shall — ( d ) if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or ( e ) if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000. [2/2009] (6) In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the responsible person, and includes a person purporting to act in any such capacity. [2/2009] (7) No proceedings shall be instituted against a person for an offence under this section after — ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Division 4 &#x2014; Civil Penalty


document_id: sfa-2001
provision_ref: s137ZD
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZD
title: Civil penalty
content:
137ZD. —(1) Whenever it appears to the Authority that any person has — ( a ) intentionally or recklessly, contravened any of the following provisions: (i) section 133(1) or (3), 135, 136(1) or (2), 137, 137A, 137B, 137F(5), 137G(1) or (2), 137M(5), 137N(1) or (2), 137P(1) or (2), 137R(1) or (2), 137X(5), 137Y(1) or (2), 137ZA(1) or (2) or 137ZC(1) or (2); (ii) section 135, 136, 137, 137A or 137B as applied by section 137J(1); (iii) section 135, 136, 137, 137A or 137B as applied by section 137U(1); ( b ) in purported compliance with any of the following provisions, provided, announced or disseminated any information which the person knows is false or misleading in a material particular or is reckless as to whether it is: (i) section 133, 135, 136, 137, 137B, 137F(5), 137G, 137M(5), 137N, 137P, 137R, 137X(5), 137Y, 137ZA or 137ZC; (ii) section 135, 136, 137 or 137B as applied by section 137J(1); (iii) section 135, 136, 137 or 137B as applied by section 137U(1); or ( c ) being an officer of a corporation to which Division 1 applies, an officer of a trustee‑manager of a registered or recognised business trust to which Division 2 applies, or an officer of a responsible person for a real estate investment trust to which Division 3 applies, intentionally or recklessly committed an act referred to in subsection (5)( a ), ( b ) or ( c ) of section 137G, 137R or 137ZC, as the case may be, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the person to seek an order for a civil penalty in respect of that act. [2/2009] (2) If the court is satisfied on a balance of probabilities that subsection (1)( a ), ( b ) or ( c ) (as the case may be) has been proved, the court may make an order against the person for the payment of a civil penalty of a sum not less than $50,000 and not more than $2 million. [2/2009] (3) Despite subsection (2), the court may make an order against a person against whom an action has been brought under this section if the Authority, with the consent of the Public Prosecutor, has agreed to allow the person to consent to the order with or without admission of having committed an act referred to in subsection (1)( a ), ( b ) or ( c ) (whichever is applicable), and the order may be made on such terms as may be agreed between the Authority and the person. [2/2009] (4) Nothing in this section is to be construed to prevent the Authority from entering into an agreement with the person to pay, with or without admission of liability, a civil penalty within the limits referred to in subsection (2) for an act referred to in subsection (1)( a ), ( b ) or ( c ). [2/2009] (5) A civil penalty imposed under this section is to be paid into the Consolidated Fund and is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act 1956. [2/2009; 4/2017] (6) If the person fails to pay the civil penalty imposed on the person within the time specified in the court order referred to in subsection (3) or specified under the agreement referred to in subsection (4), the Authority may recover the civil penalty as though the civil penalty were a judgment debt due to the Authority. [2/2009] (7) Any defence that is available to a person who is prosecuted for an act under subsection (1)( a ), ( b ) or ( c ), is also available to a person against whom an action is brought under this section for the same act. [2/2009]


document_id: sfa-2001
provision_ref: s137ZE
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZE
title: Action under section 137ZD not to commence, etc., in certain situations
content:
137ZE. —(1) An action under section 137ZD for an act referred to in subsection (1)( a ), ( b ) or ( c ) of that section must not be commenced against any person — ( a ) after the expiration of 6 years from the date of the act; or ( b ) if the person has been convicted or acquitted in criminal proceedings instituted against the person for that act, except where the person has been acquitted because of the withdrawal of the charge against the person. [2/2009] (2) An action under section 137ZD against any person for an act referred to in subsection (1)( a ), ( b ) or ( c ) of that section must be stayed after criminal proceedings have been commenced against the person for that act, and may thereafter be continued only if — ( a ) that person has been discharged in respect of that act and the discharge does not amount to an acquittal; or ( b ) the charge against that person in respect of that act has been withdrawn. [2/2009]


document_id: sfa-2001
provision_ref: s137ZF
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZF
title: Jurisdiction of District Court
content:
137ZF. A District Court has jurisdiction to hear and determine any action under section 137ZD regardless of the monetary amount. [2/2009]


document_id: sfa-2001
provision_ref: s137ZG
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137ZG
title: Rules of Court
content:
137ZG. Rules of Court may be made — ( a ) to regulate and prescribe the procedure and practice to be followed in respect of proceedings under section 137ZD; and ( b ) to provide for costs and fees of such proceedings, and for regulating any matter relating to the costs of such proceedings. [2/2009]


document_id: sfa-2001
provision_ref: s137ZH
chapter: PART 7A - SHORT SELLING
section: 137ZH
title: Interpretation of this Part
content:
137ZH. —(1) In this Part, unless the context otherwise requires — “securities lending arrangement” means a written arrangement where a person (called in this Part the lender) who has an interest in specified capital markets products is to transfer title to some or all of the specified capital markets products to another person (called in this Part the borrower) for an agreed period of time, after which the borrower is to transfer title to those specified capital markets products back to the lender; “short position” means the amount by which the quantity, volume or value of any specified capital markets products in which a person has an interest is less than the quantity, volume or value of the specified capital markets products which the person is under an obligation to deliver, where the quantity, volume or value of any specified capital markets products is determined in accordance with the criteria, methods or formulae prescribed by regulations made under section 137ZM; “short sell order” means an order to sell any specified capital markets products where the person who makes the order does not, at the time of the order, have an interest in the specified capital markets products; “specified capital markets products” means any capital markets products listed or to be listed on an approved exchange that is, or that belongs to a class of capital markets products that is, prescribed by regulations made under section 137ZM. [4/2017] (2) In this Part and subject to subsection (3), a person has an interest in specified capital markets products if — ( a ) the person is the legal owner of the specified capital markets products; ( b ) the person is the beneficial owner of the specified capital markets products; ( c ) the person has authority (whether formal or informal, or express or implied) to dispose of the specified capital markets products; ( d ) the person — (i) has purchased or entered into an unconditional agreement or arrangement to purchase the specified capital markets products, but has not received delivery of the specified capital markets products; (ii) has tendered the specified capital markets products for conversion or exchange, or has issued irrevocable instructions to convert or exchange capital markets products into the specified capital markets products, but has not received delivery of the specified capital markets products; (iii) has exercised an option to subscribe for the specified capital markets products, but has not received delivery of the specified capital markets products; or (iv) has exercised a right under a warrant to subscribe for the specified capital markets products, but has not received delivery of the specified capital markets products, and, under the agreement, arrangement, conversion, exchange, option or right (referred to in sub‑paragraphs (i) to (iv)), the person is to receive delivery of the specified capital markets products before the time that the person is to deliver the specified capital markets products; ( e ) the person — (i) is the lender in a securities lending arrangement; (ii) has transferred title to the specified capital markets products to the borrower in the securities lending arrangement; and (iii) is to receive title from the borrower in the securities lending arrangement to the specified capital markets products before the time that the person is to deliver the specified capital markets products; or ( f ) the person is a party to an agreement or arrangement that is, or that belongs to a class of agreements or arrangements that is, prescribed by regulations made under section 137ZM for the purposes of this paragraph. [4/2017] (3) Despite subsection (2), a person does not have an interest in specified capital markets products if — ( a ) the person is a borrower under a securities lending arrangement and has obtained title to the specified capital markets products pursuant to the securities lending arrangement; ( b ) the person is the legal owner or the beneficial owner of the specified capital markets products but has sold, or entered into an unconditional agreement or arrangement to sell, the specified capital markets products; or ( c ) the person is the legal owner or the beneficial owner of the specified capital markets products, or has authority to dispose of the specified capital markets products, but is a party to an agreement or arrangement that is, or that belongs to a class of agreements or arrangements that is, prescribed by regulations made under section 137ZM for the purposes of this paragraph. [4/2017] (4) In the definition of “short position” in subsection (1), the following are the specified capital markets products which a person is under an obligation to deliver: ( a ) the specified capital markets products in respect of which the person has an obligation to deliver under a sale agreement, but has not delivered; ( b ) the specified capital markets products in respect of which the person has an obligation to vest title in a lender under a securities lending arrangement, but has not vested title; ( c ) the specified capital markets products in respect of which the person has any other non‑contingent legal obligation to deliver, but has not delivered. [4/2017]


document_id: sfa-2001
provision_ref: s137ZI
chapter: PART 7A - SHORT SELLING
section: 137ZI
title: Persons obliged to comply with this Part and power of Authority to grant exemptions or extensions
content:
137ZI. —(1) The obligation to comply with this Part extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not. [4/2017] (2) This Part extends to acts done or omitted to be done outside Singapore. [4/2017] (3) Despite section 337(1), the Authority may by regulations made under section 137ZM exempt any person or class of persons from all or any provisions of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations. [4/2017] (4) The Authority may, by written notice, exempt any person or class of persons from all or any provisions of this Part, subject to such conditions or restrictions as the Authority may specify in writing. [4/2017] (5) It is not necessary to publish any exemption granted under subsection (4) in the Gazette . [4/2017] (6) Any person that is exempted under subsection (3) or (4) must satisfy every condition or restriction imposed on the person under the applicable subsection. [4/2017] (7) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section. [4/2017] (8) Any person who contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s137ZJ
chapter: PART 7A - SHORT SELLING
section: 137ZJ
title: Disclosure of short sell orders
content:
137ZJ. —(1) Subject to subsection (2), a person ( A ) who makes a short sell order on any approved exchange must, before or at the time of the short sell order, disclose to the approved exchange — ( a ) that A intends to make or is making a short sell order; and ( b ) the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest. [4/2017] (2) Where another person ( B ) places the short sell order mentioned in subsection (1) on A ’s behalf, A need not comply with subsection (1) if, before or at the time of the short sell order, A discloses to B — ( a ) that A intends to make or is making a short sell order; and ( b ) the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest. [4/2017] (3) Where A has made the disclosure mentioned in subsection (2) to B , B must, before or at the time of the short sell order, disclose to the approved exchange — ( a ) that A intends to make or is making a short sell order; and ( b ) the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest. [4/2017] (4) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000. [4/2017]


document_id: sfa-2001
provision_ref: s137ZK
chapter: PART 7A - SHORT SELLING
section: 137ZK
title: Reporting of short position
content:
137ZK. —(1) Where a person’s ( A ) short position in relation to any specified capital markets products is equivalent to or more than the short position threshold prescribed by regulations made under section 137ZM, A must, at the time or times and in the form and manner prescribed by regulations made under section 137ZM, report to the Authority directly or through another person ( B ) — ( a ) information on — (i) the identity and business activities of A and (if applicable) B ; and (ii) A ’s short position in relation to the specified capital markets products, prescribed by regulations made under section 137ZM; and ( b ) any change to the information mentioned in paragraph ( a ). [4/2017] (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s137ZL
chapter: PART 7A - SHORT SELLING
section: 137ZL
title: Power of Authority to publish information
content:
137ZL. Without affecting section 322, the Authority may, for the purpose of maintaining a fair, orderly or transparent market, publish in any form or manner the information or any part of the information reported to the Authority under section 137ZK(1). [4/2017]


document_id: sfa-2001
provision_ref: s137ZM
chapter: PART 7A - SHORT SELLING
section: 137ZM
title: Power of Authority to make regulations
content:
137ZM. Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations to prescribe anything which may be prescribed under this Part. [4/2017]


document_id: sfa-2001
provision_ref: s138
chapter: PART 8 - SECURITIES INDUSTRY COUNCIL
section: 138
title: Securities Industry Council
content:
138. —(1) The advisory body known as the Securities Industry Council referred to in section 14 of the repealed Securities Industry Act (Cap. 289, 1985 Revised Edition) continues in existence as if it had been established under this Act. (2) The function of the Securities Industry Council is, in addition to the functions conferred upon it under this Part, to advise the Minister on all matters relating to the securities industry. (3) The Securities Industry Council consists of such representatives of business, the Government and the Authority as the Minister may appoint and those representatives are to serve for such period or periods as the Minister may determine. (4) The Securities Industry Council has the power, in the exercise of its functions, to enquire into any matter or thing related to the securities industry and may, for this purpose, summon any person to give evidence on oath or affirmation or produce any document or material necessary for the purpose of the enquiry. (5) Nothing in subsection (4) compels the production by an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, of a document containing a privileged communication made by or to him or her in that capacity or authorise the taking of possession of any such document which is in his or her possession. [34/2012] (6) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to produce the document referred to in subsection (5) is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom or by or on behalf of whom the communication was made. [34/2012] (7) The Authority may consult the Securities Industry Council for the proper and effective implementation of this Act. (8) For the purposes of this Act, every member of the Securities Industry Council — ( a ) is deemed to be a public servant within the meaning of the Penal Code 1871; and ( b ) has, in case of any action or suit brought against him or her for any act done or omitted to be done in the execution of his or her duty under the provisions of this Act, the like protection and privileges as are by law given to a Judge in the execution of his or her office. (9) The Securities Industry Council must in the exercise of its functions have regard to the interests of the public, the protection of investors and the safeguarding of sources of information. (10) Subject to the provisions of this Act, the Securities Industry Council may regulate its own procedure and is not bound by the rules of evidence.


document_id: sfa-2001
provision_ref: s139
chapter: PART 8 - SECURITIES INDUSTRY COUNCIL
section: 139
title: Take‑over Code
content:
139. —(1) This section and section 140 apply to and in relation to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all corporations or bodies unincorporate, whether incorporated or carrying on business in Singapore or not, and extend to acts done outside Singapore. (2) For the more effective administration, supervision and control of take‑over offers and matters connected therewith, the Authority is to, on the advice of the Securities Industry Council and under section 321, issue a code known as the Singapore Code on Take‑overs and Mergers (called in this Act the Take‑over Code). (3) To avoid doubt, the Take‑over Code is deemed not to be subsidiary legislation. (4) The Take‑over Code applies to a take‑over offer and to matters connected therewith, and all parties concerned in a take‑over offer or a matter connected therewith must comply with its provisions. (5) The Take‑over Code is administered and enforced by the Securities Industry Council. (6) The Authority may, on the advice of the Securities Industry Council, revise the Take‑over Code by deleting, amending or adding to the provisions thereof. (7) The Securities Industry Council may issue rulings on the interpretation of the general principles and rules in the Take‑over Code and lay down the practice to be followed by parties concerned in a take‑over offer or a matter connected therewith, and such rulings or practice is final. (8) A failure of any party concerned in a take‑over offer or a matter connected therewith to observe any of the provisions of the Take‑over Code does not of itself render that party liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings. (9) Nothing in subsection (8) is to be construed as preventing the Securities Industry Council from invoking such sanctions (including public censure) as it may decide in relation to breaches of the Take‑over Code by any party concerned in a take‑over offer or a matter connected therewith. (10) Where the Securities Industry Council has reason to believe that any party concerned in a take‑over offer or a matter connected therewith, or any person advising on a take‑over offer or a matter connected therewith, is in breach of the provisions of the Take‑over Code or is otherwise believed to have committed acts of misconduct in relation to such take‑over offer or matter, the Securities Industry Council has power to enquire into the suspected breach or misconduct. (11) For the purpose of subsection (10), the Securities Industry Council may summon any person to give evidence on oath or affirmation, which it is authorised to administer, or produce any document or material necessary for the purpose of the enquiry.


document_id: sfa-2001
provision_ref: s140
chapter: PART 8 - SECURITIES INDUSTRY COUNCIL
section: 140
title: Offences relating to take‑over offers
content:
140. —(1) A person who has no intention to make an offer in the nature of a take‑over offer must not give notice or publicly announce that the person intends to make a take‑over offer. (2) A person must not make a take‑over offer or give notice or publicly announce that the person intends to make a take‑over offer if the person has no reasonable or probable grounds for believing that the person will be able to perform the person’s obligations if the take‑over offer is accepted or approved, as the case may be. (3) Where a person contravenes subsection (1) or (2), the person and, where the person is a corporation, every officer of the corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both.


document_id: sfa-2001
provision_ref: s141
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 141
title: Interpretation of this Subdivision
content:
141. In this Subdivision, a reference to disclosing information includes, in relation to information that is contained in a document, a reference to producing the document.


document_id: sfa-2001
provision_ref: s142
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 142
title: Acquisition and disposal of capital markets products
content:
142. —(1) The Authority may, where it considers it necessary for the protection of investors, require the holder of a capital markets services licence to deal in capital markets products, or an exempt person carrying on business in such activity, to disclose to the Authority, in relation to any acquisition or disposal of capital markets products — ( a ) the name of the person from or through whom or on whose behalf the capital markets products were acquired; or ( b ) the name of the person to or through whom or on whose behalf the capital markets products were disposed of, and the nature of the instructions given to the holder or exempt person in respect of the acquisition or disposal. [4/2017] (2) The Authority may require a person who has acquired, held or disposed of capital markets products to disclose to the Authority whether the person acquired, held or disposed of those capital markets products (as the case may be) as trustee for, or on behalf of, another person (whether or not as a nominee), and if so — ( a ) the name of that other person; and ( b ) the nature of any instructions given to the firstmentioned person in respect of the acquisition, holding or disposal. [4/2017] (3) The Authority may require an approved exchange to disclose to the Authority, in relation to an acquisition or disposal of capital markets products on the organised market of that approved exchange, the names of the members of that approved exchange who acted in the acquisition or disposal. [4/2017] (4) The Authority may require an approved clearing house or a recognised clearing house for an organised market to disclose to the Authority, in relation to any dealing in capital markets products on that organised market, the names of the members of the approved clearing house or recognised clearing house who were concerned in any act or omission in relation to the dealing. [4/2017]


document_id: sfa-2001
provision_ref: s143
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 143
title: Exercise of certain powers in relation to capital markets products and financial instruments
content:
143. —(1) This section applies where the Authority considers that — ( a ) it may be necessary to prohibit trading in securities or securities‑based derivatives contracts or units in a collective investment scheme under section 46; ( b ) it may be necessary to give a direction or take any action under section 46AA or 81S in relation to any capital markets products or financial instruments; ( c ) a person may have contravened any of the provisions of Part 7 in relation to any capital markets products; or ( d ) a person may have contravened any of the provisions of Part 12 in relation to any capital markets products or financial instruments. [4/2017] (2) The Authority may require an officer of an entity or trust, the securities, securities‑based derivatives contracts and units in a collective investment scheme of which are mentioned in subsection (1), to disclose to the Authority any information of which he or she is aware and which may have affected any dealing or trading that has taken place, or which may affect any dealing or trading that may take place, in the securities, securities‑based derivatives contracts and units in a collective investment scheme. [4/2017] (3) Where the Authority believes on reasonable grounds that a person is capable of giving information concerning any of the following matters: ( a ) any dealing in capital markets products mentioned in subsection (1); ( b ) any advice given, or any report or analysis issued or published concerning such capital markets products, by the holder of a capital markets services licence to deal in capital markets products, or a representative of such a holder; ( c ) the financial position of any business carried on by a person who is or has been (either alone or together with another person or other persons) the holder of a capital markets services licence to deal in capital markets products and who has dealt in or given advice or issued or published a report or an analysis concerning such capital markets products; ( d ) the financial position of any business carried on by a nominee controlled by a person mentioned in paragraph ( c ) or jointly controlled by 2 or more persons at least one of whom is a person mentioned in that paragraph; ( e ) an audit of, or any report of an auditor concerning, any book of the holder of a capital markets services licence to deal in capital markets products, being a book relating to dealings in such capital markets products, the Authority may require the person to disclose to the Authority the information that the person has about that matter. [4/2017]


document_id: sfa-2001
provision_ref: s144
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 144
title: Exercise of certain powers in relation to financial benchmarks
content:
144. —(1) This section applies where the Authority considers that — ( a ) it may be necessary to give a direction in relation to any designated benchmark under section 123ZZB; or ( b ) a person may have contravened any of the provisions of Part 12 in relation to a financial benchmark. [4/2017] (2) Where the Authority believes on reasonable grounds that a person is capable of giving information concerning any of the following matters: ( a ) the activity of administering a financial benchmark; ( b ) the activity of providing information in relation to a financial benchmark; ( c ) the financial position of any authorised benchmark administrator, exempt benchmark administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter; ( d ) the financial position of any business carried on by a nominee controlled by a person mentioned in paragraph ( c ) or jointly controlled by 2 or more persons, at least one of whom is a person mentioned in that paragraph; ( e ) an audit of, or any report of an auditor concerning, any book of any authorised benchmark administrator, exempt benchmark administrator, authorised benchmark submitter, exempt benchmark submitter, or designated benchmark submitter, being a book relating to a designated benchmark, the Authority may require the person to disclose to the Authority the information that the person has about that matter. [4/2017]


document_id: sfa-2001
provision_ref: s145
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 145
title: Self‑incrimination
content:
145. —(1) A person is not excused from disclosing information to the Authority, under a requirement made of the person under section 142, 143 or 144, on the ground that the disclosure of the information might tend to incriminate the person. (2) Where a person claims, before making a statement disclosing information that the person is required to disclose by a requirement made of the person under section 142, 143 or 144, that the statement might tend to incriminate the person, that statement — ( a ) is not admissible in evidence against the person in criminal proceedings other than proceedings under section 148; but ( b ) is admissible in evidence for civil proceedings under Part 12.


document_id: sfa-2001
provision_ref: s146
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 146
title: Saving for advocates and solicitors
content:
146. —(1) Nothing in this Subdivision compels the disclosure by an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, of information containing a privileged communication made by or to him or her in that capacity. [34/2012] (2) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to disclose the information referred to in subsection (1) is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom, or by or on behalf of whom, that privileged communication was made. [34/2012]


document_id: sfa-2001
provision_ref: s147
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 147
title: Immunities
content:
147. —(1) No civil or criminal proceedings, other than proceedings for an offence under section 148, shall lie against any person for disclosing any information to the Authority if the person had done so in good faith in compliance with a requirement of the Authority under section 142, 143 or 144. (2) Any person who complies with a requirement of the Authority under section 142, 143 or 144 is not treated as being in breach of any restriction upon the disclosure of information or thing imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct.


document_id: sfa-2001
provision_ref: s148
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 148
title: Offences
content:
148. —(1) A person who, without reasonable excuse, refuses or fails to comply with a requirement of the Authority under section 142, 143 or 144 shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (2) A person who, in purported compliance with a requirement of the Authority under section 142, 143 or 144, discloses information, or makes a statement, that is false or misleading in a material particular shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (3) It is a defence to a prosecution for an offence under subsection (2) if the defendant proves that the defendant believed on reasonable grounds that the information or statement was true and was not misleading.


document_id: sfa-2001
provision_ref: s149
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 149
title: Copies of or extracts from documents to be admitted in evidence
content:
149. —(1) Subject to this section, a copy of or extract from a document produced under this Subdivision that is proved to be a true copy of the document or of the relevant part of the document is admissible in evidence as if it were the original document or the relevant part of the original document. (2) For the purposes of subsection (1), evidence that a copy of or extract from a document is a true copy of the document or of a part of the document may be given by a person who has compared the copy or extract with the document or the relevant part of the document and may be given orally or by an affidavit sworn, or by a declaration made, before a person authorised to take affidavits or statutory declarations. Subdivision (2) &#x2014; Inspection powers of Authority


document_id: sfa-2001
provision_ref: s150
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 150
title: Inspection by Authority
content:
150. —(1) The Authority may inspect under conditions of secrecy, the books of an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, an approved trustee mentioned in section 289(1), the holder of a capital markets services licence, an exempt person, an authorised benchmark administrator, an exempt benchmark administrator, an authorised benchmark submitter, an exempt benchmark submitter, a designated benchmark submitter, or a representative. [4/2017] [Act 12 of 2024 wef 24/01/2025] (2) For the purpose of an inspection under this section — ( a ) a person referred to in subsection (1) or any person in possession of the books, must produce such books to the Authority and give such information and facilities as the Authority may require; and ( b ) a person referred to in subsection (1) must procure that any person who is in possession of such books produce the books to the Authority and give such information and facilities as the Authority may require. (3) The Authority may — ( a ) make copies of, or take possession of, any of the books; ( b ) use, or permit the use of, any of the books for the purposes of any proceedings under this Act; and ( c ) retain possession of any of the books for so long as is necessary — (i) for the purposes of exercising a power conferred by this section (other than subsection (5)); (ii) for a decision to be made about whether or not any proceedings under this Act to which the books concerned would be relevant should be instituted; or (iii) for such proceedings to be instituted and carried on. (4) No person is entitled, as against the Authority, to claim a lien on any of the books, but such a lien is not otherwise prejudiced. (5) While the books are in the possession of the Authority, the Authority — ( a ) must permit another person to inspect at all reasonable times such of the books (if any) as the other person would be entitled to inspect if they were not in the Authority’s possession; and ( b ) may permit another person to inspect any of the books. (6) The Authority may require a person who produced any of the books to the Authority to explain to the best of the person’s knowledge and belief any matter about the compilation of the books or to which the books relate. (7) Any person who, without reasonable excuse, fails to comply with subsection (2) or a requirement of the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (8) Sections 146 and 147 apply, with the necessary modifications, in relation to the production of any book or disclosure of any information to the Authority under this section. (9) Section 149 applies, with the necessary modifications, in relation to a copy of, or extract from, a book inspected under this section.


document_id: sfa-2001
provision_ref: s150A
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 150A
title: Confidentiality of inspection reports
content:
150A. —(1) Where a written report or any part of a written report (called in this section the report) has been produced by the Authority upon an inspection under section 150 in respect of any person mentioned in subsection (1) of that section (called in this section the inspected person) and is provided by the Authority to the inspected person, the report must not be disclosed by the inspected person or, if the inspected person is a corporation, by any of its officers or auditors, to any other person except in the circumstances provided under subsection (2). [4/2017] (2) Disclosure of the report referred to in subsection (1) may be made — ( a ) by the inspected person to any officer or auditor of that inspected person solely in connection with the performance of the duties of the officer or auditor (as the case may be) in that inspected person; ( b ) by any officer or auditor of the inspected person to any other officer or auditor of that inspected person, solely in connection with the performance of their duties in that inspected person; or ( c ) to such other person as the Authority may approve in writing. [2/2009] (3) In granting written approval for any disclosure under subsection (2)( c ), the Authority may impose such conditions or restrictions as it thinks fit on the inspected person, any of its officers or auditors or the person to whom disclosure is approved, and that person must comply with such conditions or restrictions. [2/2009] (4) The obligation on an officer or auditor referred to in subsection (1) continues after the termination or cessation of his or her employment or appointment by the inspected person. [2/2009] (5) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. [2/2009] (6) Any person to whom the report is disclosed and who knows or has reasonable grounds for believing, at the time of the disclosure, that the report was disclosed to the person in contravention of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both, unless the person proves that — ( a ) the disclosure was made contrary to the person’s desire; ( b ) where the disclosure was made in any written form, the person had as soon as practicable after receiving the report surrendered or taken all reasonable steps to surrender the report and all copies thereof to the Authority; and ( c ) where the disclosure was made in an electronic form, the person had as soon as practicable after receiving the report taken all reasonable steps to ensure that all electronic copies of the report had been deleted and that the report and all copies thereof in other forms had been surrendered to the Authority. [2/2009] Subdivision (3) &#x2014; Inspection powers of foreign regulatory authority


document_id: sfa-2001
provision_ref: s150B
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 150B
title: Inspection by foreign regulatory authority
content:
150B. —(1) A foreign regulatory authority of a country or jurisdiction other than Singapore may conduct an inspection in Singapore of the books of — ( a ) the holder of a capital markets services licence; ( b ) a person exempted under section 99(1)( a ), ( b ), ( c ), ( d ) or ( h ) from the requirement to hold a capital markets services licence; ( c ) an approved exchange; ( d ) a recognised market operator incorporated in Singapore; ( e ) a licensed trade repository; ( f ) an approved clearing house; ( g ) a recognised clearing house incorporated in Singapore; ( h ) an approved holding company incorporated in Singapore; ( i ) an approved trustee mentioned in section 289; ( j ) an authorised benchmark administrator; ( k ) an exempt benchmark administrator; ( l ) an authorised benchmark submitter; ( m ) an exempt benchmark submitter; or ( n ) a designated benchmark submitter, (called in this section and in section 150C a relevant person) with the prior written approval of the Authority and under conditions of secrecy. [2/2009; 4/2017] [Act 12 of 2024 wef 30/08/2024] (1A) A foreign regulatory authority may, with the prior written approval of the Authority, appoint any person to conduct the inspection under subsection (1) and in such event, this section (other than this subsection) applies to the person as if a reference to the foreign regulatory authority or any official of the foreign regulatory authority in this section includes a reference to the person. [Act 12 of 2024 wef 30/08/2024] (2) In deciding whether to grant approval to a foreign regulatory authority under subsection (1) or (1A), the Authority may have regard to the following considerations: ( a ) whether the inspection, and the information obtained in the course of the inspection, is required by the foreign regulatory authority for the sole purpose of enabling the foreign regulatory authority to carry out its regulatory functions; ( b ) whether the foreign regulatory authority has regulatory oversight in its jurisdiction over the relevant person; ( c ) whether the foreign regulatory authority is prohibited by the laws applicable to it from disclosing information obtained by it in the course of the inspection to any other person; ( d ) whether the foreign regulatory authority has provided or is willing to provide similar assistance to the Authority; ( e ) such other matters as the Authority may consider relevant. [2/2009; 4/2017] [Act 12 of 2024 wef 30/08/2024] (3) The Authority may at any time, whether before, on or after giving written approval for an inspection under this section, impose conditions or restrictions on the foreign regulatory authority relating to — ( a ) the classes of information to which the foreign regulatory authority has or does not have access in the course of the inspection; ( b ) the conduct of the inspection; ( c ) the use or disclosure of any information obtained in the course of the inspection; and ( d ) such other matters as the Authority may determine. [2/2009] (4) The Authority may, in relation to an inspection by a foreign regulatory authority conducted or to be conducted under this section on the relevant person, at any time, by written notice to the relevant person impose any conditions or restrictions on the relevant person, and the relevant person must comply with such conditions or restrictions. [4/2017] (4A) To avoid doubt, this section, and section 150C in relation to an inspection under this section, do not apply to any inspection by a foreign regulatory authority of the books of any person, if — ( a ) the foreign regulatory authority is an AML/CFT authority as defined in section 17 of the Financial Services and Markets Act 2022, and exercises consolidated supervision authority as defined in that section over that person; and [Act 18 of 2022 wef 28/04/2023] ( b ) the inspection is solely for the purpose of such consolidated supervision. [31/2017] (4B) Where — ( a ) the relevant person is a person exempted under section 99(1)( a ) or ( b ); and ( b ) the foreign regulatory authority has already obtained the approval of the Authority under section 45 of the Banking Act 1970 or section 83 of the Financial Advisers Act 2001 to conduct an inspection under that provision of the relevant person, then the foreign regulatory authority is treated as having obtained the Authority’s written approval under subsection (1). [Act 12 of 2024 wef 30/08/2024] (5) For the purposes of this section and section 150C, a reference to a foreign regulatory authority is a reference to an authority of a country or jurisdiction other than Singapore, exercising any function that corresponds to a regulatory function of the Authority under the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act. [2/2009] [Act 18 of 2022 wef 28/04/2023] [Act 12 of 2024 wef 30/08/2024]


document_id: sfa-2001
provision_ref: s150C
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 150C
title: Confidentiality of inspection report by foreign regulatory authority
content:
150C. —(1) Where a written report or any part of a written report (called in this section the report) has been produced by a foreign regulatory authority upon an inspection under section 150B in respect of any relevant person (called in this section the inspected person) and is provided by the foreign regulatory authority to the inspected person, the report must not be disclosed by the inspected person or, if the inspected person is a corporation, by any of its officers or auditors, to any other person except in the circumstances provided under subsection (2). [2/2009; 4/2017] (2) Disclosure of the report referred to in subsection (1) may be made — ( a ) by the inspected person to any officer or auditor of that inspected person solely in connection with the performance of the duties of the officer or auditor (as the case may be) in that inspected person; ( b ) by any officer or auditor of the inspected person to any other officer or auditor of that inspected person, solely in connection with the performance of their duties in that inspected person; ( c ) to the Authority, if requested by the Authority; or ( d ) to such other person as the Authority may approve in writing. [2/2009] (3) In granting written approval for any disclosure under subsection (2)( d ), the Authority may impose such conditions or restrictions as it thinks fit on the inspected person, any of its officers or auditors or the person to whom disclosure is approved, and that person must comply with such conditions or restrictions. [2/2009] (4) The obligation on an officer or auditor referred to in subsection (1) continues after the termination or cessation of his or her employment or appointment by the inspected person. [2/2009] (5) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. [2/2009] (6) Any person to whom the report is disclosed and who knows or has reasonable grounds for believing, at the time of the disclosure, that the report was disclosed to the person in contravention of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both, unless the person proves that — ( a ) the disclosure was made contrary to the person’s desire; ( b ) where the disclosure was made in any written form, the person had as soon as practicable after receiving the report surrendered or taken all reasonable steps to surrender the report and all copies thereof to the Authority; and ( c ) where the disclosure was made in an electronic form, the person had as soon as practicable after receiving the report taken all reasonable steps to ensure that all electronic copies of the report had been deleted and that the report and all copies thereof in other forms had been surrendered to the Authority. [2/2009] Division 2 &#x2014; Power of Minister to Appoint
Inspector for Investigating Dealings
in Securities, etc.


document_id: sfa-2001
provision_ref: s151
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 151
title: Power of Minister to appoint inspectors
content:
151. —(1) Despite anything in this Act, the Minister may, if he or she thinks it in the public interest to do so, appoint any person as an inspector to investigate any matter concerning dealing in capital markets products, administering a designated benchmark or providing information in relation to a designated benchmark. [4/2017] (2) An inspector appointed under subsection (1) has all the powers conferred upon an inspector under Part 9 of the Companies Act 1967 and that Part applies, with the necessary modifications, to such investigation. (3) Any inspector appointed under subsection (1) must report the results of the inspector’s investigation to the Minister and the Minister may, if he or she thinks it in the public interest to do so, cause the report to be printed and published. Division 3 &#x2014; Investigative Powers of Authority Subdivision (1) &#x2014; Preliminary


document_id: sfa-2001
provision_ref: s152
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 152
title: Interpretation of this Division
content:
152. In this Division — “auditor” means a public accountant who is registered or deemed to be registered under the Accountants Act 2004; “computer” and “data” have the meanings given by section 2(1) of the Computer Misuse Act 1993; “law enforcement agency” means any authority or person charged with the duty of investigating offences or charging offenders under any written law; “legal counsel” has the meaning given by section 3(7) of the Evidence Act 1893; “officer” — ( a ) in relation to the Authority, includes any person employed by the Authority in an executive capacity; and ( b ) in relation to any corporation (other than a law enforcement agency), has the meaning given by section 4(1) of the Companies Act 1967. [Act 12 of 2024 wef 24/01/2025] Subdivision (2) &#x2014; General


document_id: sfa-2001
provision_ref: s153
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 153
title: Investigation by Authority
content:
153. —(1) The Authority may conduct such investigation as it considers necessary or expedient for any of the following purposes: ( a ) to perform any of its functions and duties under this Act; ( b ) to ensure compliance with this Act or any written direction issued under this Act; ( c ) to investigate an alleged or suspected contravention of any provision of this Act or any written direction issued under this Act. (2) The Authority may exercise any of its powers under this Division for the purposes of conducting an investigation under subsection (1) despite the provisions of any prescribed written law or any requirement imposed thereunder or any rule of law. (3) Subject to subsection (5), a requirement imposed by the Authority under this Division has effect despite any obligations as to secrecy or other restrictions upon the disclosure of information imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct. (4) Subject to subsection (5), any person who complies with a requirement imposed by the Authority under this Division is not treated as being in breach of any restriction upon the disclosure of information or thing imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct. (5) Nothing in this section requires a person to disclose any information subject to legal privilege. (6) No civil or criminal action, other than proceedings for an offence under section 168A, shall lie against any person — ( a ) for giving assistance to the Authority, including answering questions, if the person had given the assistance or answered the questions in good faith in compliance with a requirement imposed by the Authority under this Division; ( b ) for providing information, producing books or giving access to data to the Authority, if the person had done so in good faith in compliance with a requirement imposed by the Authority under this Division; or ( c ) for doing or omitting to do any act, if the person had done or omitted to do the act in good faith and as a result of complying with a requirement imposed by the Authority under this Division. (7) In this section, a reference to a requirement imposed by the Authority under this Division includes a reference to a requirement imposed by an investigator or authorised person under Subdivision (3) or (4). [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s154
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 154
title: Confidentiality of investigation reports
content:
154. —(1) Where a written report or any part of a written report (called in this section the report) has been produced by the Authority in respect of any investigation under section 153 and is provided by the Authority to the person under investigation (called in this section the investigated person), the report must not be disclosed by the investigated person or, if the investigated person is a corporation, by any of its officers or auditors, to any other person except in the circumstances provided under subsection (2). (2) Disclosure of the report mentioned in subsection (1) may be made — ( a ) by the investigated person to any officer or auditor of that investigated person solely in connection with the performance of the duties of the officer or auditor (as the case may be) in that investigated person; ( b ) by any officer or auditor of the investigated person to any other officer or auditor of that investigated person, solely in connection with the performance of their duties in that investigated person; or ( c ) to such other person as the Authority may approve in writing. (3) In granting written approval for any disclosure under subsection (2)( c ), the Authority may impose such conditions or restrictions as it thinks fit on the investigated person, any of its officers or auditors or the person to whom disclosure is approved, and that person must comply with such conditions or restrictions. (4) The obligation on an officer or auditor mentioned in subsection (1) continues after the termination or cessation of his or her employment or appointment by the investigated person. (5) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (6) Any person to whom the report is disclosed and who knows or has reasonable grounds for believing, at the time of the disclosure, that the report was disclosed to the person in contravention of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both, unless the person proves that — ( a ) the disclosure was made contrary to the person’s desire; ( b ) where the disclosure was made in any written or printed form, the person had, as soon as practicable after receiving the report, surrendered or taken all reasonable steps to surrender the report and all copies of the report to the Authority; and ( c ) where the disclosure was made in an electronic form, the person had, as soon as practicable after receiving the report, taken all reasonable steps to ensure that all electronic copies of the report had been deleted and that the report and all copies of the report in other forms had been surrendered to the Authority. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s155
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 155
title: Self-incrimination and saving for advocates and solicitors
content:
155. —(1) A person is not excused from disclosing information to the Authority, or an investigator or authorised person mentioned in Subdivision (3) or (4), pursuant to a requirement made of the person under any provision of this Division, on the ground that the disclosure of the information might tend to incriminate the person. (2) Where a person claims, before making a statement disclosing information that the person is required to disclose under any provision of this Division to the Authority or to an investigator or authorised person mentioned in Subdivision (3) or (4), that the statement might tend to incriminate the person, that statement is not admissible in evidence against the person in criminal proceedings other than proceedings for an offence under section 168A(4). (3) For the purposes of any proceedings for an offence under this Act, the making of a statement by an accused person made pursuant to a requirement mentioned in subsection (1), is not to be regarded under section 258(3) of the Criminal Procedure Code 2010 as caused by any inducement, threat or promise merely because the Authority, investigator or authorised person had earlier informed the accused person that the accused person was not excused from disclosing information on the ground that the disclosure of the information might tend to incriminate the accused person, if the Authority, investigator or authorised person (as the case may be) believed in good faith, when so informing the accused person, that — ( a ) the accused person was concerned in an offence under this Act; or ( b ) a reasonable complaint has been made, or credible information has been received, or a reasonable suspicion exists, that the accused person was concerned in an offence under this Act. (4) Nothing in this Division — ( a ) compels an advocate and solicitor or legal counsel to disclose or produce a privileged communication, or a book or other material containing a privileged communication, made by or to the advocate and solicitor or legal counsel in that capacity; or ( b ) authorises the taking of any such book or other material which is in the possession of an advocate and solicitor or legal counsel. (5) Despite subsection (4), an advocate and solicitor or legal counsel — ( a ) who is required under this Division to disclose or produce a privileged communication, or a book or other material containing a privileged communication, made by or to the advocate and solicitor or legal counsel in that capacity; and ( b ) who refuses to disclose or produce the privileged communication, book or other material, must give the name and address (if he or she knows them) of the person to whom, or by or on behalf of whom, that privileged communication was made. [Act 12 of 2024 wef 24/01/2025] Subdivision (3) &#x2014; Examination of persons


document_id: sfa-2001
provision_ref: s156
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 156
title: Requirement to appear for examination
content:
156. —(1) For the purpose of an investigation under this Division, the Authority may, in writing, require a person — ( a ) to give to the Authority all reasonable assistance in connection with the investigation; and ( b ) to appear before an officer of the Authority duly authorised by the Authority for examination and to answer questions. (2) A written requirement imposed under subsection (1) must state the general nature of the matter mentioned in that subsection. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s157
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 157
title: Proceedings at examination
content:
157. The provisions of this Subdivision apply where, pursuant to a requirement made under section 156 for the purposes of an investigation under this Division, a person (called in this Subdivision the examinee) appears before another person (called in this Subdivision the investigator) for examination. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s158
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 158
title: Requirements made of examinee
content:
158. —(1) The investigator may examine the examinee on oath or affirmation, and may, for that purpose, administer an oath or affirmation to the examinee. (2) The oath or affirmation to be taken or made by the examinee for the purposes of the examination is an oath or affirmation that the statements that the examinee will make are true. (3) The investigator may require the examinee to answer a question that is put to the examinee at the examination and is relevant to a matter that the Authority is investigating, or is to investigate, under this Division. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s159
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 159
title: Examination to take place in private
content:
159. —(1) The examination must take place in private and the investigator may give directions as to who may be present during the examination or part thereof. (2) A person must not be present at the examination unless the person is — ( a ) the investigator or the examinee; ( b ) a person approved by the Authority; or ( c ) entitled to be present by virtue of a direction under subsection (1). [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s160
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 160
title: Record of examination
content:
160. —(1) The investigator may, and must if the examinee so requests, cause a record to be made of statements made at the examination. (2) If a record made under subsection (1) is in writing or is reduced to writing — ( a ) the investigator may require the examinee to read the record, or to have it read to the examinee, and may require the examinee to sign it; and ( b ) the investigator must, if requested in writing by the examinee to give to the examinee a copy of the written record, provide a copy of the written record without charge within a reasonable time, subject to such conditions as the investigator may impose. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s161
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 161
title: Giving copies of record to other persons
content:
161. —(1) The Authority may, subject to such conditions or restrictions as it may impose, give a copy of a written record of the examination, or such a copy together with a copy of any related book, to an advocate and solicitor acting on behalf of a person who is carrying on, or is contemplating in good faith, a legal proceeding in respect of a matter to which the examination relates. (2) If the Authority gives a copy of a written record or book to a person under subsection (1), the person, or any other person who has possession, custody or control of the copy or a further copy of the copy, must not, except in connection with preparing, beginning or carrying on, or in the course of, any legal proceeding — ( a ) use the copy or a further copy of the copy; or ( b ) publish, or communicate to a person, the copy, a further copy of the copy, or any part of the contents of the copy. (3) The Authority may, subject to such conditions or restrictions as it may impose, give to a person other than a person mentioned in subsection (1), a copy of a written record of the examination, or the copy together with a copy of any related book. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s162
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 162
title: Copies given subject to conditions
content:
162. If a copy of any written record or book is given to a person under section 160(2) or 161(1) or (3) subject to conditions or restrictions imposed by the investigator or the Authority (as the case may be), the person, and any other person who has possession, custody or control of the copy or the further copy of the copy, must comply with the conditions or restrictions. [Act 12 of 2024 wef 24/01/2025] Subdivision (4) &#x2014; Powers to obtain information


document_id: sfa-2001
provision_ref: s163
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 163
content:
163. For the purpose of an investigation under this Division, the Authority may, in writing, require — ( a ) a person who is believed to possess, or to have power to access, any book, or who is believed to possess any information, relating to any matter under investigation; or ( b ) a person who is believed to have power to access any data relating to any matter under investigation, to — ( c ) produce the book or a copy of the book, or to provide the information, at the time and place specified in the written requirement; ( d ) give the Authority or any officer of the Authority who is authorised by the Authority for this purpose (called in this section an investigator) access to the book or data; or ( e ) provide such reasonable assistance as the Authority or an investigator may require for the purposes of accessing the book or data. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s164
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 164
title: Power to enter premises without warrant
content:
164. —(1) In connection with an investigation under this Division, any officer of the Authority who is authorised by the Authority to do so (called in this section an investigator) and such other officers or persons as the Authority has authorised in writing to accompany the investigator (each called in this section an authorised person) may enter any premises. (2) An investigator or authorised person accompanying the investigator must not enter any premises in the exercise of the powers under this section unless the investigator has given the occupier of the premises a written notice which — ( a ) gives at least 2 working days’ notice of the intended entry; ( b ) indicates the subject matter and purpose of the investigation; and ( c ) indicates the nature of the offences investigated. (3) Subsection (2) does not apply — ( a ) if the investigation relates to an alleged or suspected contravention of any provision of this Act and the investigator has reasonable grounds for suspecting that the premises are, or have been, occupied by a person who is being investigated in relation to the contravention; or ( b ) if the investigator has taken all such steps as are reasonably practicable to give notice under subsection (2)( a ) but has not been able to do so. (4) Where subsection (3) applies, the power of entry conferred by subsection (1) may only be exercised upon production of — ( a ) evidence of the investigator’s authorisation and the authorisation of every authorised person accompanying the investigator; and ( b ) a document containing information indicating the subject matter and purpose of the investigation and the nature of the offences investigated. (5) Without affecting section 163, an investigator or authorised person entering any premises under this section may — ( a ) bring with him or her to the premises such items as appear to him or her to be necessary; ( b ) require any person on the premises to produce any book or copy of any book or to give access to any data which the investigator or authorised person considers relates to any matter relevant to the investigation; ( c ) require any person on the premises to state, to the best of the person’s knowledge and belief, where any such book or data is to be found; and ( d ) take any step, or issue to any person on the premises any requirement, which appears to be necessary for the purpose of preserving or preventing interference with any such book or data. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s165
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 165
title: Warrant to seize books, etc.
content:
165. —(1) A Magistrate may, on the application of the Authority — ( a ) issue a warrant, if the Magistrate is satisfied that there are reasonable grounds to suspect that there is, on any particular premises, any book, or a computer in which any data is contained or to which any data is available — (i) being any book or data the production of which, or access to which, has been required under section 163 or 164, but which has not been produced, or access to which has not been given, in compliance with that requirement; or (ii) being any book or data which, if production of which or access to which is required under section 163 or 164, will be concealed, removed, tampered with or destroyed; and ( b ) if the Magistrate is also satisfied that there are reasonable grounds to suspect that there is, on those premises, any other book, or a computer in which any other data is contained or to which any other data is available, which relates to any matter relevant to the investigation concerned, direct that the powers exercisable under the warrant extend to such other book or computer. (2) A warrant issued under subsection (1) authorises the Authority or any person named in the warrant, with or without assistance — ( a ) to enter the premises specified in the warrant, using such force as is reasonably necessary for the purpose; ( b ) to search the premises and to break open and search anything, whether a fixture or not, in the premises; ( c ) to take possession of, or secure against interference, any book or computer that appears to be a book or computer mentioned in subsection (1)( a ) or ( b ); ( d ) to require any person to provide an explanation of any book or data that appears to be any book or data mentioned in subsection (1)( a ) or ( b ), or to state, to the best of that person’s knowledge and belief, where any such book or data may be found; ( e ) to search any person on those premises, if there are reasonable grounds to suspect that the person has in his or her possession any book or computer that appears to be a book or computer mentioned in subsection (1)( a ) or ( b ), or any equipment or article which relates to any matter relevant to the investigation concerned; ( f ) to remove from those premises for examination any book that appears to be a book mentioned in subsection (1)( a ) or ( b ), or any equipment (including a computer) or article which relates to any matter relevant to the investigation concerned; ( g ) to access, inspect and check the operation of a computer on the premises specified in the warrant, if there are reasonable grounds to suspect that any data mentioned in subsection (1)( a ) or ( b ) is or has been contained in or available to the computer, or that the computer is a computer mentioned in subsection (1)( a ) or ( b ); ( h ) to use any computer mentioned in paragraph ( g ), or cause any such computer to be used — (i) to search any book or data that appears to be a book or any data mentioned in subsection (1)( a ) or ( b ), that is contained in or available to such computer; and (ii) to make a copy of any such book or data; ( i ) to prevent any other person from gaining access to, or using, any computer mentioned in paragraph ( g ) (including by changing any username, password or other authentication information required to gain access to the computer); ( j ) to order any person — (i) to stop accessing or using or to not access or use any computer mentioned in paragraph ( g ); or (ii) to access or use any such computer only under such conditions as the Authority or any person named in the warrant may specify; and ( k ) to order — (i) any person whom the Authority or any person named in the warrant reasonably suspects of using, or of having used, a computer mentioned in paragraph ( g ); (ii) any person having charge of, or otherwise concerned with the operation of, any such computer; or (iii) any person whom the Authority or any person named in the warrant reasonably believes has knowledge of or access to any username, password or other authentication information required to gain access to any such computer, to provide any of the following types of assistance to the Authority: (iv) assistance to gain access to the computer (including assistance through the provision of any username, password or other authentication information required to gain access to the computer); (v) assistance to prevent a person (other than the Authority or any person named in the warrant) from gaining access to, or using, the computer, including assistance in changing any username, password or other authentication information required to gain access to the computer. (3) The Authority or any person named in the warrant may allow any equipment or article mentioned in subsection (2)( f ) to be retained on the premises specified in the warrant, subject to such conditions as the Authority or that person may require. (4) Any person entering any premises by virtue of a warrant issued under subsection (1) may bring with him or her to the premises such items as appear to him or her to be necessary. (5) Where a warrant is issued under subsection (1), and there is no one present at the premises specified in the warrant when the Authority or any person named in the warrant proposes to execute the warrant, the Authority or that person must, before executing the warrant — ( a ) take such steps as are reasonable in all the circumstances to inform the occupier of the premises of the intended entry into the premises; and ( b ) subject to subsection (6), give the occupier or the occupier’s legal or other representative a reasonable opportunity to be present when the warrant is executed. (6) If the Authority or any person named in the warrant is unable to inform the occupier of the premises of the intended entry into the premises, the Authority or that person must, when executing the warrant, leave a copy of the warrant in a prominent place on the premises. (7) On leaving any premises specified in a warrant issued under subsection (1), the Authority or any person named in the warrant must, if the premises are unoccupied or if the occupier of the premises is temporarily absent, leave the premises as effectively secured as the Authority or that person found the premises. (8) The powers conferred by this section are in addition to, and not in derogation of, any other powers conferred by any other written law or rule of law. (9) In this section — “occupier”, in relation to any premises specified in a warrant issued under subsection (1), includes any person whom the Authority or any person named in the warrant reasonably believes to be the occupier of those premises; “premises” includes any structure, building, aircraft, vehicle or vessel. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s166
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 166
title: Powers where books are produced, etc.
content:
166. —(1) This section applies where — ( a ) any book is produced to the Authority, or access to any book, or any data contained in or available to a computer, is given to the Authority — (i) pursuant to a written requirement under section 163; or (ii) during an entry into any premises by an investigator or authorised person under section 164; ( b ) under a warrant issued under section 165(1), the Authority or a person named therein — (i) takes possession of any book or computer; or (ii) secures any book or computer against interference; or ( c ) under a previous application of subsection (6), any book or computer is delivered into the possession of the Authority or a person authorised by it. (2) If subsection (1)( a ) applies, the Authority may take possession of any book or computer mentioned in that provision. (3) The Authority or, where applicable, a person mentioned in subsection (1)( b ) or ( c ) may — ( a ) inspect, and make copies of, or take extracts from, a book, or any data contained in or available to the computer, mentioned in that subsection; ( b ) use, or permit the use of, a book, or any data contained in or available to the computer, mentioned in that subsection for the purposes of any proceedings; ( c ) retain possession of a book or computer mentioned in that subsection for so long as is necessary — (i) for the purposes of exercising a power conferred by this section; (ii) for a decision to be made about whether or not any proceedings to which the book or any data contained in or available to the computer would be relevant should be instituted; or (iii) for such proceedings to be instituted and carried on; and ( d ) require any book stored in any electronic form, or any data, which the Authority or person mentioned in subsection (1)( b ) or ( c ) is satisfied relates to any matter relevant to an investigation under this Division, to be produced in a form which can be taken away and which is visible and legible. (4) No person is entitled, as against the Authority or, where applicable, a person mentioned in subsection (1)( b ) or ( c ) to claim a lien on any book or computer mentioned in that subsection, but such a lien is not otherwise prejudiced. (5) While any book or computer is in the possession of the Authority or (where applicable) the person mentioned in subsection (1)( b ) or ( c ), the Authority or the person — ( a ) must permit another person to inspect at all reasonable times the book or computer as the second-mentioned person would be entitled to inspect if the book or computer were not in the possession of the Authority or the firstmentioned person; and ( b ) may permit any other person to inspect the book or computer. (6) If subsection (1)( a ) or ( b )(i) applies, an investigator or authorised person mentioned in subsection (1)( a ) or a person mentioned in subsection (1)( b ) may deliver any book or computer into the possession of the Authority or of a person authorised by the Authority to receive them. (7) If subsection (1)( a ) or ( b ) or (6) applies, the Authority, an investigator or authorised person mentioned in subsection (1)( a ), a person mentioned in subsection (1)( b ) or a person into whose possession any book or computer is delivered under subsection (6), may require — ( a ) if subsection (1)( a ) applies — a person who produced the book or gave access to the book or the data contained in or available to the computer; or ( b ) if subsection (1)( b ) applies — a person who was a party to the preparation of the book or any data contained in or available to the computer, to explain, to the best of his or her knowledge and belief, any matter about the preparation of the book or data or any matter to which the book or data relates. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s167
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 167
title: Powers where books not produced, information not provided or access to book or data not given
content:
167. Where a person fails to comply with a written requirement imposed by the Authority under section 163 to produce any book, provide any information or give access to any book or data, the Authority may require the person to state, to the best of his or her knowledge and belief — ( a ) the place where such book, or any computer in which such data is contained or to which such data is available, may be found; ( b ) the person who last had possession, custody or control of such book, or any computer in which such data is contained or to which such data is available, and the place where that person may be found; or ( c ) the person who possesses such information and the place where that person may be found. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s168
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 168
title: Copies of or extracts from books to be admitted in evidence
content:
168. —(1) Subject to this section, a copy of or extract from any book referred to in this Division that is proved to be a true copy of the book, or of the relevant part of the book, is admissible in evidence as if it were the original book, or the relevant part of the original book. (2) For the purposes of subsection (1), evidence that a copy of or extract from any book is a true copy of the book or of a part of the book, may be given by a person who has compared the copy or extract with the book or the relevant part of the book, and may be given orally or by an affidavit sworn, or by a declaration made, before a person authorised to take affidavits or statutory declarations. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s168A
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 168A
title: Offences under this Division
content:
168A. —(1) An advocate and solicitor or legal counsel who, without reasonable excuse, fails to comply with section 155(5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. (2) A person who, without reasonable excuse, refuses or fails to comply with — ( a ) any requirement imposed under section 156(1), 158(3), 163, 164(5)( b ), ( c ) or ( d ), 166(3)( d ) or (7) or 167; or ( b ) any requirement imposed pursuant to a warrant issued under section 165(1), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (3) A person who, without reasonable excuse, refuses or fails to comply with — ( a ) any requirement of an investigator under section 160(2)( a ); or ( b ) section 161(2) or 162, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. (4) A person who — ( a ) in purported compliance with a requirement imposed under section 155(5), 163, 164(5)( b ), ( c ) or ( d ), 166(3)( d ) or (7) or 167, or pursuant to a warrant issued under section 165(1); or ( b ) in the course of examination of the person, provides information or makes a statement that is false or misleading in a material particular shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (5) It is a defence to a prosecution for an offence under subsection (4) if the defendant proves that the defendant believed on reasonable grounds that the information or statement was true and not misleading. (6) Any person who, knowing or having reasonable grounds to believe that any book, computer, equipment or article relates to a matter that the Authority is investigating or about to investigate under this Division — ( a ) conceals, destroys, mutilates or alters that book, computer, equipment or article; or ( b ) if any such book, computer, equipment or article is within the territory of Singapore, takes or sends the book, computer, equipment or article out of Singapore, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both. (7) A person who, without reasonable excuse, obstructs or hinders the Authority in the exercise of any power under this Division, or obstructs or hinders a person who is exercising any power under section 164(1) or (5) or executing a warrant issued under section 165(1), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. (8) Any occupier or person in charge of any premises who fails to provide, to any person who enters those premises under section 164(1) or under a warrant issued under section 165(1), all reasonable facilities and assistance for the effective exercise of that person’s powers under section 164(1) or (5) or under the warrant (as the case may be) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. [Act 12 of 2024 wef 24/01/2025] Division 4 &#x2014; Transfer of evidence


document_id: sfa-2001
provision_ref: s168B
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 168B
title: Interpretation of this Division
content:
168B. In this Division — “Commercial Affairs Officer” means a Commercial Affairs Officer appointed under section 64 of the Police Force Act 2004; “data” has the meaning given by section 2(1) of the Computer Misuse Act 1993; “police officer” means a member of the Singapore Police Force. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s168C
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 168C
title: Evidence obtained by Authority may be used in criminal investigations and proceedings
content:
168C. —(1) Despite the provisions of any written law or rule of law, the Authority may provide any book, written record of any examination or other information, or access to any data, obtained by the Authority under Division 3 to — ( a ) a police officer; ( b ) a Commercial Affairs Officer; or ( c ) the Public Prosecutor, for the purposes of any investigation into or criminal proceedings against a person for an alleged or suspected contravention of any provision under this Act. (2) To avoid doubt, any book, written record of examination or other information provided, or any data to which access is provided, by the Authority under subsection (1) is not inadmissible in any criminal proceedings by reason only that it was first obtained by the Authority under this Act, and the admissibility thereof is to be determined in accordance with the rules of evidence under written law and any relevant rules of law. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s168D
chapter: PART 9 - SUPERVISION AND INVESTIGATION
section: 168D
title: Evidence obtained under Criminal Procedure Code 2010 may be used for purposes of Act
content:
168D. Despite the provisions of any written law or any rule of law, any book, data, statement or other information obtained by — ( a ) a police officer or a Commercial Affairs Officer in the exercise of his or her powers under Divisions 1 and 2 of Part 4 of the Criminal Procedure Code 2010; or ( b ) an authorised person mentioned in section 20(1) or (1A), 39(1) or 40(2) of the Criminal Procedure Code 2010, in the exercise of his or her powers under those sections, may be provided to the following persons for the following purposes, if it is in the public interest to do so: ( c ) to the Authority — for the purpose of any investigation under section 153(1); ( d ) to the Minister or to an Appeal Advisory Committee constituted under section 310 — for the purpose of any appeal against a decision of the Authority under this Act. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s169
chapter: PART 10 - ASSISTANCE TO
section: 169
title: Interpretation of this Part
content:
169. In this Part, unless the context otherwise requires — “enforce” means enforce through criminal, civil or administrative proceedings; “enforcement” means the taking of any action to enforce a law or regulatory requirement against a specified person, being a law or regulatory requirement that relates to the securities and derivatives industry of, or financial benchmarks in, the foreign country of the regulatory authority concerned; “foreign country” means a country or territory other than Singapore; “investigation” means an investigation to determine if a specified person has contravened or is contravening a law or regulatory requirement, being a law or regulatory requirement that relates to the securities and derivatives industry of, or financial benchmarks in, the foreign country of the regulatory authority concerned; “material” includes any information, book, document or other record in any form whatsoever, and any container or article relating thereto; “regulatory authority”, in relation to a foreign country, means an authority of the foreign country exercising any function that corresponds to a regulatory function of the Authority under this Act; “supervision”, in relation to a regulatory authority, means the taking of any action for or in connection with the supervision of — ( a ) a person operating an organised market, an intermediary or any other person regulated by the regulatory authority; ( b ) the issuance of or trading in capital markets products in the foreign country of the regulatory authority; or ( c ) a person administering a financial benchmark, or providing information in relation to a financial benchmark, in the foreign country of the regulatory authority. [34/2012; 4/2017]


document_id: sfa-2001
provision_ref: s169A
chapter: PART 10 - ASSISTANCE TO
section: 169A
title: Application of this Part
content:
169A. This Part does not apply to any request for assistance mentioned in section 19(1) of the Financial Services and Markets Act 2022. [31/2017] [Act 18 of 2022 wef 28/04/2023]


document_id: sfa-2001
provision_ref: s170
chapter: PART 10 - ASSISTANCE TO
section: 170
title: Conditions for provision of assistance
content:
170. —(1) The Authority may provide the assistance referred to in section 172 to a regulatory authority of a foreign country if the Authority is satisfied that all of the following conditions are fulfilled: ( a ) the request by the regulatory authority for assistance is received by the Authority on or after 6 March 2000; ( b ) the assistance is intended to enable the regulatory authority, or any other authority of the foreign country, to carry out the supervision, investigation or enforcement; ( c ) the contravention of the law or regulatory requirement to which the request relates took place on or after 6 March 2000; ( d ) the regulatory authority has given a written undertaking that any material or copy thereof obtained pursuant to its request must not be used for any purpose other than a purpose that is specified in the request and approved by the Authority; ( e ) the regulatory authority has given a written undertaking not to disclose to a third party (other than a designated third party of the foreign country in accordance with paragraph ( f )) any material received pursuant to the request unless the regulatory authority is compelled to do so by the law or a court of the foreign country; ( f ) the regulatory authority has given a written undertaking to obtain the prior consent of the Authority before disclosing any material received pursuant to the request to a designated third party, and to make such disclosure only in accordance with such conditions as the Authority may impose; ( g ) the material requested for is of sufficient importance to the carrying out of the supervision, investigation or enforcement to which the request relates and cannot reasonably be obtained by any other means; ( h ) the matter to which the request relates is of sufficient gravity; ( i ) the rendering of assistance will not be contrary to the public interest or the interest of the investing public. (2) In subsection (1)( e ) and ( f ), “designated third party”, in relation to a foreign country, means — ( a ) any person or body responsible for supervising the regulatory authority in question; ( b ) any authority of the foreign country responsible for carrying out the supervision, investigation or enforcement in question; or ( c ) any authority of the foreign country exercising a function that corresponds to a regulatory function of the Authority under this Act.


document_id: sfa-2001
provision_ref: s171
chapter: PART 10 - ASSISTANCE TO
section: 171
title: Other factors to consider for provision of assistance
content:
171. In deciding whether to grant a request for assistance referred to in section 172 from a regulatory authority of a foreign country, the Authority may also have regard to the following: ( a ) whether the act or omission that is alleged to constitute the contravention of the law or regulatory requirement to which the request relates would, if it had occurred in Singapore, have constituted an offence under this Act; ( b ) whether the regulatory authority has given or is willing to give an undertaking to the Authority to comply with a future request by the Authority to the regulatory authority for similar assistance; ( c ) whether the regulatory authority has given or is willing to give an undertaking to the Authority to contribute towards the costs of providing the assistance that the regulatory authority has requested for.


document_id: sfa-2001
provision_ref: s172
chapter: PART 10 - ASSISTANCE TO
section: 172
title: Assistance that may be rendered
content:
172. —(1) Despite the provisions of any prescribed written law or any requirement imposed thereunder or any rule of law, the Authority or any person authorised by the Authority may, in relation to a request by a regulatory authority of a foreign country for assistance — ( a ) transmit to the regulatory authority any material in the possession of the Authority that is requested by the regulatory authority or a copy thereof; ( b ) order any person to provide to the Authority any material that is requested by the regulatory authority or a copy thereof, and transmit the material or copy to the regulatory authority; ( c ) order any person to transmit directly to the regulatory authority any material that is requested by the regulatory authority or a copy thereof; ( d ) order any person to make an oral statement to the Authority on any information requested by the regulatory authority, record such statement, and transmit the recorded statement to the regulatory authority; or ( e ) request any Ministry, Government department or statutory authority to provide to the Authority any material that is requested by the regulatory authority or a copy thereof, and transmit the material or copy to the regulatory authority. (2) The assistance referred to in subsection (1)( c ) may only be rendered if the material sought is to enable the regulatory authority to carry out investigation or enforcement. (3) An order under subsection (1)( b ), ( c ) or ( d ) has effect despite any obligations as to secrecy or other restrictions upon the disclosure of information imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct. (4) Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893 — ( a ) to provide or transmit any material or copy thereof that contains; or ( b ) to disclose, a privileged communication made by or to him or her in that capacity. [34/2012] (5) An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, who refuses to provide or transmit any material or copy thereof that contains, or to disclose, any privileged communication is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom, or by or on behalf of whom, the privileged communication was made. [34/2012] (6) A person is not excused from making an oral statement pursuant to an order made under subsection (1)( d ) on the ground that the statement might tend to incriminate the person but, where the person claims before making the statement that the statement might tend to incriminate the person, that statement — ( a ) is not admissible in evidence against the person in criminal proceedings other than proceedings for an offence under section 173; but ( b ) is admissible in evidence in civil proceedings under Part 12.


document_id: sfa-2001
provision_ref: s173
chapter: PART 10 - ASSISTANCE TO
section: 173
title: Offences under this Part
content:
173. Any person who — ( a ) without reasonable excuse refuses or fails to comply with an order under section 172(1)( b ), ( c ) or ( d ); ( b ) in purported compliance with an order under section 172(1)( b ) or ( c ), provides to the Authority or transmits to a regulatory authority any material or copy thereof known to the person to be false or misleading in a material particular; or ( c ) in purported compliance with an order made under section 172(1)( d ), makes a statement to the Authority that is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.


document_id: sfa-2001
provision_ref: s174
chapter: PART 10 - ASSISTANCE TO
section: 174
title: Immunities
content:
174. —(1) No civil or criminal proceedings, other than proceedings for an offence under section 173, shall lie against any person for — ( a ) providing to the Authority or transmitting any material or copy thereof to the Authority or a regulatory authority of a foreign country if the person had provided or transmitted that material or copy in good faith in compliance with an order made under section 172(1)( b ) or ( c ); ( b ) making a statement to the Authority in good faith and in compliance with an order made under section 172(1)( d ); or ( c ) doing or omitting to do any act, if the person had done or omitted to do the act in good faith and as a result of complying with such an order. (2) Any person who complies with an order referred to in subsection (1)( a ) or ( b ) is not treated as being in breach of any restriction upon the disclosure of information or thing imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct.


document_id: sfa-2001
provision_ref: s175
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 175
title: Interpretation of this Part
content:
175. In this Part, “member”, in relation to an approved exchange, means a person who — ( a ) holds membership of any class or description of the approved exchange, whether or not the person holds any share in the share capital of such exchange; and ( b ) is licensed by the Authority to carry on the business of dealing in capital markets products. [2/2009; 4/2017]


document_id: sfa-2001
provision_ref: s176
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 176
title: Establishment of fidelity fund
content:
176. —(1) Each approved exchange must establish, keep and administer a fidelity fund (called in this Part a fidelity fund or fund). [2/2009] (2) The assets of the fidelity fund of an approved exchange — ( a ) are the property of the exchange; ( b ) must be kept separate from all other property of the exchange; and ( c ) must be held in trust for the purposes set out in this Part. [2/2009]


document_id: sfa-2001
provision_ref: s177
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 177
title: Moneys constituting fidelity fund
content:
177. The fidelity fund of an approved exchange consists of — ( a ) all moneys paid to the exchange by its members in accordance with this Part; ( b ) all moneys paid to the fund by the exchange; ( c ) all interest and profits from time to time accruing from the investment of the fund; ( d ) all moneys recovered by or on behalf of the exchange in the exercise of any right of action conferred by this Part; ( e ) all moneys paid by an insurer pursuant to a contract of insurance or indemnity entered into by the exchange under section 194; and ( f ) all other moneys lawfully paid into the fund. [2/2009]


document_id: sfa-2001
provision_ref: s178
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 178
title: Fund to be kept in separate bank account
content:
178. All moneys forming part of a fidelity fund must, pending the investment or application thereof in accordance with this Part, be kept in a separate bank account in Singapore.


document_id: sfa-2001
provision_ref: s179
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 179
title: Payments out of fidelity fund
content:
179. Subject to this Part, there is to be paid out of the fidelity fund of an approved exchange as required and in such order as the exchange considers proper — ( a ) the amount of all claims, including costs, allowed by the exchange or established against the exchange under this Part; ( b ) all legal and other expenses incurred in investigating or defending claims made under this Part or incurred in relation to the fund or in the exercise by the exchange of the rights, powers and authorities vested in it by this Part in relation to the fund; ( c ) all premiums payable in respect of contracts of insurance or indemnity entered into by the exchange under section 194; ( d ) all expenses incurred or involved in the administration of the fund, including the salaries and wages of persons employed by the exchange in relation thereto; and ( e ) all other moneys payable out of the fund in accordance with this Act. [2/2009]


document_id: sfa-2001
provision_ref: s180
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 180
title: Accounts of fund
content:
180. —(1) An approved exchange must establish and keep proper accounts of its fidelity fund and must, within 5 months from the last day of each financial year of that exchange, cause a balance sheet in respect of such accounts to be made out as at the last day of that financial year. [2/2009] (2) The approved exchange must appoint an auditor to audit the accounts of the fidelity fund. [2/2009] (3) The auditor appointed by the approved exchange must — ( a ) regularly and fully audit the accounts of the fidelity fund; and ( b ) audit each balance sheet and cause it to be laid before the exchange not later than 3 months after the balance sheet was made out. [2/2009]


document_id: sfa-2001
provision_ref: s181
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 181
title: Fidelity fund to consist of amount of $20 million, etc.
content:
181. The fidelity fund of an approved exchange must consist of an amount of not less than — ( a ) $20 million; or ( b ) such other amount as the Authority may, by order in the Gazette , specify in substitution of the amount specified under paragraph ( a ), to be paid to the credit of the fund on the approval of the exchange under this Act or at any time after its approval as determined by the Authority. [2/2009]


document_id: sfa-2001
provision_ref: s182
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 182
title: Provisions if fund is reduced below minimum amount
content:
182. If the fidelity fund of an approved exchange is reduced below the minimum amount referred to in section 181, the exchange must take steps to make up the deficiency — ( a ) by transferring an amount that is equal to the deficiency from other funds of the exchange to the fidelity fund; and ( b ) in the event that there are insufficient funds to transfer under paragraph ( a ), by requiring each member of the exchange to contribute to the fund such amount as the exchange may determine. [2/2009]


document_id: sfa-2001
provision_ref: s183
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 183
title: Levy to meet liabilities
content:
183. —(1) If at any time a fidelity fund is not sufficient to satisfy the liabilities that are then ascertained of an approved exchange in relation thereto, the approved exchange — ( a ) may impose on every member a levy of such amount as it thinks fit; or ( b ) if ordered by the Authority, must impose a levy of such amount which must in the aggregate be equivalent to the amount so specified in the order. [2/2009] (2) The amount of the levy must be paid within the time and in the manner specified by the approved exchange either generally or in relation to any particular case. [2/2009] (3) No member of an approved exchange may be required to pay by way of levy under this section more than $300,000 in the aggregate in any particular case. [2/2009]


document_id: sfa-2001
provision_ref: s184
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 184
title: Power of approved exchange to make advances to fund
content:
184. —(1) An approved exchange may, out of its general funds, give or advance any sum of money to its fidelity fund on such terms as it thinks fit. [2/2009] (2) Any sum of money advanced by an approved exchange under subsection (1) may be repaid out of the fidelity fund to the general funds of the approved exchange. [2/2009]


document_id: sfa-2001
provision_ref: s185
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 185
title: Investment of fund
content:
185. Any moneys in a fidelity fund that are not immediately required for any purpose referred to in this Part may be invested by an approved exchange in any manner in which trustees are for the time being authorised by law to invest trust funds. [2/2009]


document_id: sfa-2001
provision_ref: s186
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 186
title: Application of fund
content:
186. —(1) Subject to this Part, a fidelity fund must be held and applied for the purpose of compensating any person (other than an accredited investor) who suffers pecuniary loss because of a defalcation committed — ( a ) in the course of, or in connection with, a dealing in capital markets products; ( b ) by a member of an approved exchange or by any agent of such member; and ( c ) in relation to any money or other property which, after the establishment of the fidelity fund was entrusted to or received — (i) by that member or by any of its agents for or on behalf of any other person; or (ii) by that member either as the sole trustee or as trustee with any other person or persons, or by any of its agents as trustee or for or on behalf of the trustees of that money or property. [2/2009; 4/2017] (2) Subject to this Part, the fidelity fund is to be applied for the purpose of paying to the Official Assignee or a trustee in bankruptcy within the meaning of the Insolvency, Restructuring and Dissolution Act 2018 an amount not greater than the amount that the Official Assignee or the trustee in bankruptcy (as the case may be) certifies is required in order to make up or reduce the total deficiency arising because the available assets of a bankrupt, who is a member of an approved exchange, are insufficient to satisfy any debts arising from dealings in capital markets products that have been proved in the bankruptcy by creditors of the bankrupt member. [2/2009; 4/2017; 40/2018] (3) Subsection (2) applies in the case of a member of an approved exchange who has made a voluntary arrangement with the member’s creditors under Part 14 of the Insolvency, Restructuring and Dissolution Act 2018 in like manner as that subsection applies in the case of a member who has become bankrupt. [2/2009; 40/2018] (4) For the purposes of subsection (3) — ( a ) a reference to a trustee in bankruptcy in subsection (2) is deemed to be a reference to a nominee within the meaning of Part 14 of the Insolvency, Restructuring and Dissolution Act 2018; ( b ) a reference to debts proved in bankruptcy in subsection (2) is deemed to be a reference to debts provable in relation to a voluntary arrangement within the meaning of Part 14 of the Insolvency, Restructuring and Dissolution Act 2018; and ( c ) a reference to the bankrupt in subsection (2) is deemed to be a reference to the person who made the voluntary arrangement under Part 14 of the Insolvency, Restructuring and Dissolution Act 2018. [40/2018] (5) Subject to this Part, the fidelity fund is to be applied for the purpose of paying to a liquidator of a member of an approved exchange that is being wound up an amount not greater than the amount that the liquidator certifies is required to make up or reduce the total deficiency arising because the available assets of the member are insufficient to satisfy any debts arising from dealings in capital markets products that have been proved in the liquidation of the member. [2/2009; 4/2017] (6) Where a claim has been made for compensation in respect of a pecuniary loss under subsection (1), no claim for a payment under subsection (2) or (5) may be made in respect of the same pecuniary loss. (7) Where a claim has been made for a payment in respect of a deficiency referred to in subsection (2), no claim for compensation under subsection (1) or for a payment under subsection (5) may be made in respect of the same deficiency. (8) Where a claim has been made for a payment in respect of a deficiency referred to in subsection (5), no claim for compensation under subsection (1) or for a payment under subsection (2) may be made in respect of the same deficiency. (9) Moneys paid under subsection (2) or (5) may only be applied by the Official Assignee, a trustee in bankruptcy, a nominee or a liquidator (as the case may be) for the purpose of satisfying debts arising from dealings in capital markets products, and for no other purpose. [4/2017] (10) Subject to the provisions of this section, the amount or the sum of the amounts that may be paid out of the fidelity fund under this Part for the purpose of — ( a ) compensating pecuniary loss under subsection (1); or ( b ) making a payment under subsection (2) or (5), must not, in respect of each member, exceed the prescribed amount. (11) Subject to the provisions of this section — ( a ) the amount that may be paid out of the fidelity fund to each claimant under subsection (1) in relation to each member; or ( b ) the amount that the Official Assignee, a trustee in bankruptcy, a nominee or a liquidator may pay to each creditor of a member from any amount paid to the Official Assignee, trustee in bankruptcy, nominee or liquidator (as the case may be) under subsection (2) or (5), must not exceed the prescribed amount. (12) For the purposes of subsections (10) and (11), any amount paid out of the fidelity fund, to the extent to which the fund is subsequently reimbursed therefor, is disregarded. (13) In this section, “agent”, in relation to a member of an approved exchange — ( a ) means a person who is a director, an officer, an employee or a representative of the member; and ( b ) includes a person who has been, but at the time of any defalcation in question has ceased to be, a director, an officer, an employee or a representative of the member if, at the time of the defalcation, the person claiming compensation has reasonable grounds for believing that person to be a director, an officer, an employee or a representative of the member. [2/2009] (14) In this section, any reference to dealing in capital markets products is a reference to such dealing which is done or to be done — ( a ) on the approved exchange which establishes, keeps and administers the fidelity fund; or ( b ) through a trading linkage of the approved exchange with an overseas exchange. [4/2017]


document_id: sfa-2001
provision_ref: s187
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 187
title: Claims against fund
content:
187. —(1) Subject to this Part, every person who suffers pecuniary loss referred to in section 186 is entitled to claim compensation out of the fidelity fund and to take proceedings in the General Division of the High Court under this Act against an approved exchange to establish such claim. [2/2009; 40/2019] (2) A person does not have any claim against the fidelity fund in respect of a defalcation in respect of money or other property which prior to the commission of the defalcation had, in the due course of the administration of a trust, ceased to be under the sole control of the director or directors of the member of an approved exchange. [2/2009] (3) Subject to this Part, the amount which any claimant is entitled to claim as compensation out of a fidelity fund is the amount of the actual pecuniary loss suffered by the claimant (including the reasonable costs of and disbursements incidental to the making and proof of the claimant’s claim) less the amount or value of all moneys or other benefits received or receivable by the claimant from any source other than the fund in reduction of the loss.


document_id: sfa-2001
provision_ref: s188
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 188
title: Notice calling for claims against fund
content:
188. —(1) An approved exchange may cause to be published in a daily newspaper published and circulating generally in Singapore a notice, in or to the effect of the form prescribed, specifying a date, not being earlier than 3 months after the date of publication, on or before which claims for compensation out of the fidelity fund, in relation to the person specified in the notice, may be made. [2/2009] (2) A claim for compensation out of a fidelity fund in respect of a defalcation must be made in writing to the approved exchange — ( a ) where a notice under subsection (1) has been published, on or before the date specified in the notice; or ( b ) where no such notice has been published, within 6 months after the claimant became aware of the defalcation. [2/2009] (3) Any claim which is not made in accordance with subsection (2) is barred unless the approved exchange otherwise allows. [2/2009] (4) No action for damages shall lie against an approved exchange or against any member or employee of the approved exchange by reason of any notice published in good faith and without malice for the purposes of this section. [2/2009]


document_id: sfa-2001
provision_ref: s189
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 189
title: Power of approved exchange to settle claims
content:
189. —(1) An approved exchange may, subject to this Part, allow and settle any proper claim for compensation out of a fidelity fund at any time after the commission of the defalcation in respect of which the claim arose. [2/2009] (2) Subject to subsection (3), a person must not commence proceedings under this Part against an approved exchange without the consent of the approved exchange, unless — ( a ) the approved exchange has disallowed the person’s claim; and ( b ) the claimant has exhausted all relevant rights of action and other legal remedies for the recovery of the money or other property, in respect of which the defalcation was committed, available against a member of the approved exchange in relation to whom or to which the claim arose and all other persons liable in respect of the loss suffered by the claimant. [2/2009] (3) A person who has been refused consent to commence proceedings under this Part by an approved exchange under subsection (2) may apply for permission to a Judge sitting in chambers in the General Division of the High Court who may make such order in the matter as he or she thinks fit. [2/2009; 40/2019] [Act 25 of 2021 wef 01/04/2022] (4) An approved exchange must, after disallowing (whether wholly or in part) any claim for compensation out of a fidelity fund, serve notice of the disallowance in the prescribed form on the claimant or the claimant’s solicitor. [2/2009] (5) No proceedings against an approved exchange in respect of a claim which has been disallowed by the exchange may be commenced after the expiration of 3 months after service of notice of disallowance under subsection (4). [2/2009] (6) In any proceedings brought to establish a claim — ( a ) evidence of any admission or confession by, or other evidence which would be admissible against, the member of an approved exchange or other person by whom it is alleged a defalcation was committed, is admissible to prove the commission of the defalcation, even though the member or other person is not the defendant in or a party to those proceedings; and ( b ) all defences which would have been available to that member or person are available to the approved exchange. [2/2009] (7) An approved exchange or, where proceedings are brought to establish a claim, the General Division of the High Court, if satisfied that the defalcation on which the claim is founded was actually committed, may allow the claim and act accordingly, even though the person who committed the defalcation has not been convicted or prosecuted therefor or that the evidence on which the approved exchange or the General Division of the High Court (as the case may be) acts would not be sufficient to establish the guilt of that person upon a criminal trial in respect of the defalcation. [2/2009; 40/2019]


document_id: sfa-2001
provision_ref: s190
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 190
title: Power of approved exchange to require production of evidence
content:
190. —(1) An approved exchange may require any person to produce and deliver any contract note, document or statement of evidence necessary to support any claim made, or necessary for the purpose either of exercising its rights against a member of an approved exchange or the directors of that member or any other person concerned, or of enabling criminal proceedings to be taken against any person in respect of a defalcation. [2/2009] (2) Where a person who is required under subsection (1) to produce or deliver any contract note, document or statement of evidence fails to do so, the approved exchange may disallow any claim by the person under this Part. [2/2009]


document_id: sfa-2001
provision_ref: s191
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 191
title: Subrogation of approved exchange to rights, etc., of claimant upon payment from fund
content:
191. On payment out of a fidelity fund of any moneys in respect of any claim under this Part, the approved exchange is subrogated to the extent of such payment to all the rights and remedies of the claimant in relation to the loss suffered by the claimant by reason of the defalcation on which the claim was based. [2/2009]


document_id: sfa-2001
provision_ref: s192
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 192
title: Payment of claims only from fund
content:
192. No moneys or other property belonging to an approved exchange, other than the fidelity fund, is available for the payment of any claim under this Part, whether the claim is allowed by the approved exchange or is made the subject of an order of the General Division of the High Court. [2/2009; 40/2019]


document_id: sfa-2001
provision_ref: s193
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 193
title: Provision where fund insufficient to meet claims or where claims exceed total amount payable
content:
193. —(1) Where the amount at credit in a fidelity fund is insufficient to pay the whole amount of all claims against it which have been allowed or in respect of which orders of the General Division of the High Court have been made, then the amount at credit in the fund must, subject to subsection (2), be apportioned between the claimants in such manner as the approved exchange thinks equitable, and such claim must, so far as it then remains unpaid, be charged against future receipts of the fund and paid out of the fund when moneys are available therein. [2/2009; 40/2019] (2) Where the aggregate of all claims which have been allowed or in respect of which orders of the General Division of the High Court have been made in relation to a defalcation by or in connection with a member of an approved exchange exceeds the total amount which may, pursuant to section 186(10), be paid under this Part in respect of that member, then such total amount must be apportioned between the claimants in such manner as the approved exchange thinks equitable. [2/2009; 40/2019] (3) Upon payment out of the fidelity fund of such total amount in accordance with the apportionment of all such claims under subsection (2), any order relating thereto and all other claims against the fund which may thereafter arise or be made in respect of that defalcation by or in connection with that member are absolutely discharged.


document_id: sfa-2001
provision_ref: s194
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 194
title: Power of approved exchange to enter into contracts of insurance
content:
194. —(1) An approved exchange may enter into any contract with any person or body of persons, corporate or unincorporate, carrying on fidelity insurance business in Singapore whereby the approved exchange will be insured or indemnified to the extent and in the manner provided by such contract against liability in respect of claims under this Part. [2/2009] (2) Any contract under subsection (1) may be entered into in relation to members generally, or in relation to any particular member or members named therein, or in relation to members generally with the exclusion of any particular member or members named therein. (3) No action shall lie against an approved exchange or against any member or employee of an approved exchange for injury alleged to have been suffered by any other member by reason of the publication in good faith of a statement that any contract entered into under this section does or does not apply with respect to it. [2/2009]


document_id: sfa-2001
provision_ref: s195
chapter: PART 11 - INVESTOR COMPENSATION SCHEME
section: 195
title: Application of insurance moneys
content:
195. No claimant against a fidelity fund has any right of action against any person or body of persons with whom a contract of insurance or indemnity is made under this Part in respect of such contract, or has any right or claim with respect to any moneys paid by the insurer in accordance with any such contract.


document_id: sfa-2001
provision_ref: s196
chapter: PART 12 - MARKET CONDUCT
section: 196
title: Application of this Division
content:
196. This Division applies to — ( a ) acts occurring within Singapore in relation to — (i) securities or securities‑based derivatives contracts of any corporation, whether formed or carrying on business in Singapore or elsewhere; (ii) securities or securities‑based derivatives contracts of any business trust; (iii) securities or securities‑based derivatives contracts listed for quotation or quoted on an organised market in Singapore or elsewhere; (iv) units in a collective investment scheme listed for quotation or quoted on an organised market in Singapore or elsewhere; (v) derivatives contracts, whether traded in Singapore or elsewhere; (vi) spot foreign exchange contracts for purposes of leveraged foreign exchange trading, whether traded in Singapore or elsewhere; or (vii) any other capital markets products, whether traded in Singapore or elsewhere; and ( b ) acts occurring outside Singapore in relation to — (i) securities or securities‑based derivatives contracts of a corporation that is formed or carrying on business in Singapore; (ii) securities or securities‑based derivatives contracts of a business trust, the trustee of which is formed in Singapore or carries on business on behalf of the business trust in Singapore; (iii) securities or securities‑based derivatives contracts listed for quotation or quoted on an organised market in Singapore; (iv) units in a collective investment scheme listed for quotation or quoted on an organised market in Singapore; (v) derivatives contracts traded in Singapore; (vi) spot foreign exchange contracts for purposes of leveraged foreign exchange trading that are traded in or accessible from Singapore; or (vii) any other capital markets products that are traded in Singapore. [4/2017]


document_id: sfa-2001
provision_ref: s196A
chapter: PART 12 - MARKET CONDUCT
section: 196A
title: Interpretation of this Division
content:
196A. In this Division — ( a ) “debenture” has the meaning given by section 2(1) and, in relation to a business trust, means any debenture issued by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust; ( b ) a reference to a securities‑based derivatives contract of a corporation in sections 196( a )(i) and ( b )(i), 198, 202 and 203 is to be read as a reference to a securities‑based derivatives contract of which the underlying thing or any of the underlying things are securities of the corporation; and ( c ) a reference to a securities‑based derivatives contract of a business trust in sections 196( a )(ii) and ( b )(ii), 198, 202 and 203 is to be read as a reference to a securities‑based derivatives contract of which the underlying thing or any of the underlying things, are securities of the business trust. [4/2017]


document_id: sfa-2001
provision_ref: s197
chapter: PART 12 - MARKET CONDUCT
section: 197
title: False trading and market rigging transactions
content:
197. —(1) A person must not do any thing, cause any thing to be done or engage in any course of conduct, if the person’s purpose, or any of the person’s purposes, for doing that thing, causing that thing to be done or engaging in that course of conduct (as the case may be) is to create a false or misleading appearance — ( a ) of active trading in any capital markets products on an organised market; or ( b ) with respect to the market for, or the price of, any capital markets products traded on an organised market. [34/2012; 4/2017] (1A) A person must not do any thing, cause any thing to be done or engage in any course of conduct that creates, or is likely to create, a false or misleading appearance of active trading in any capital markets products on an organised market, or with respect to the market for, or the price of, any capital markets products traded on an organised market, if — ( a ) the person knows that doing that thing, causing that thing to be done or engaging in that course of conduct (as the case may be) will create, or will be likely to create, that false or misleading appearance; or ( b ) the person is reckless as to whether doing that thing, causing that thing to be done or engaging in that course of conduct (as the case may be) will create, or will be likely to create, that false or misleading appearance. [34/2012; 4/2017] (2) A person must not maintain, inflate, depress, or cause fluctuations in, the market price of any capital markets products — ( a ) by means of any purchase or sale of any capital markets products that does not involve a change in the beneficial ownership of the capital markets products; or ( b ) by any fictitious transaction or device. [4/2017] (3) Without limiting subsection (1), it is presumed that a person’s purpose, or one of a person’s purposes, is to create a false or misleading appearance of active trading in capital markets products on an organised market if the person — ( a ) effects, takes part in, is concerned in or carries out, directly or indirectly, any transaction of purchase or sale of the capital markets products, being a transaction that does not involve any change in the beneficial ownership of the capital markets products; ( b ) makes or causes to be made an offer to sell the capital markets products at a specified price, where the person has made or caused to be made or proposes to make or to cause to be made, or knows that a person associated with the person has made or caused to be made or proposes to make or to cause to be made, an offer to purchase the same number, or substantially the same number, of the capital markets products at a price that is substantially the same as the firstmentioned price; or ( c ) makes or causes to be made an offer to purchase the capital markets products at a specified price, where the person has made or caused to be made or proposes to make or to cause to be made, or knows that a person associated with the person has made or caused to be made or proposes to make or to cause to be made, an offer to sell the same number, or substantially the same number, of the capital markets products at a price that is substantially the same as the firstmentioned price. [4/2017] (4) The presumption under subsection (3) may be rebutted if the defendant establishes that the purpose or purposes for which the defendant did the act was not, or did not include, the purpose of creating a false or misleading appearance of active trading in the capital markets products on the organised market. [34/2012; 4/2017] (5) For the purposes of this section, a purchase or sale of capital markets products does not involve a change in the beneficial ownership if any of the following persons has an interest in the capital markets products after the purchase or sale: ( a ) a person who had an interest in the capital markets products before the purchase or sale; ( b ) a person associated with the person mentioned in paragraph ( a ). [4/2017] (6) In any proceedings against a person for a contravention of subsection (2) in relation to a purchase or sale of capital markets products that did not involve a change in the beneficial ownership of the capital markets products, it is a defence if the defendant establishes that the purpose or purposes for which the defendant purchased or sold the capital markets products was not, or did not include, the purpose of creating a false or misleading appearance with respect to the market for, or the price of, the capital markets products. [4/2017] (7) The reference in subsection (3)( a ) to a transaction of purchase or sale of the capital markets products includes — ( a ) a reference to the making of an offer to purchase or sell the capital markets products; and ( b ) a reference to the making of an invitation, however expressed, that expressly or impliedly invites a person to offer to purchase or sell the capital markets products. [4/2017]


document_id: sfa-2001
provision_ref: s198
chapter: PART 12 - MARKET CONDUCT
section: 198
title: Market manipulation in relation to securities and securities‑based derivatives contracts
content:
198. —(1) A person must not effect, take part in, be concerned in or carry out, directly or indirectly, 2 or more transactions in securities, or securities‑based derivatives contracts, of a corporation, being transactions that have, or are likely to have, the effect of raising, lowering, maintaining or stabilising the price of securities, or securities‑based derivatives contracts (as the case may be) of the corporation on an organised market, with the intent to induce other persons to subscribe for, purchase or sell securities, or securities‑based derivatives contracts (as the case may be) of the corporation or of a related corporation. [4/2017] (2) A person must not effect, take part in, be concerned in or carry out, directly or indirectly, 2 or more transactions in securities, or securities‑based derivatives contracts, of a business trust, being transactions that have, or are likely to have, the effect of raising, lowering, maintaining or stabilising the price of securities, or securities‑based derivatives contracts (as the case may be) of the business trust on an organised market, with the intent to induce other persons to subscribe for, purchase or sell securities, or securities‑based derivatives contracts (as the case may be) of the business trust. [4/2017] (3) In this section — ( a ) a reference to transactions in securities or securities‑based derivatives contracts of a corporation includes — (i) a reference to the making of an offer to purchase or sell such securities or securities‑based derivatives contracts, as the case may be; and (ii) a reference to the making of an invitation, however expressed, that directly or indirectly invites a person to offer to purchase or sell such securities or securities‑based derivatives contracts, as the case may be; and ( b ) a reference to transactions in securities or securities‑based derivatives contracts of a business trust includes — (i) a reference to the making of an offer to purchase or sell such securities or securities‑based derivatives contracts, as the case may be; and (ii) a reference to the making of an invitation, however expressed, that directly or indirectly invites a person to offer to purchase or sell such securities or securities‑based derivatives contracts, as the case may be. [4/2017]


document_id: sfa-2001
provision_ref: s199
chapter: PART 12 - MARKET CONDUCT
section: 199
title: False or misleading statements, etc.
content:
199. A person must not make a statement, or disseminate information, that is false or misleading in a material particular and is likely — ( a ) to induce other persons to subscribe for securities, securities‑based derivatives contracts or units in a collective investment scheme; ( b ) to induce the sale or purchase of securities, securities‑based derivatives contracts or units in a collective investment scheme, by other persons; or ( c ) to have the effect (whether significant or otherwise) of raising, lowering, maintaining or stabilising the market price of securities, securities‑based derivatives contracts or units in a collective investment scheme, if, when the person makes the statement or disseminates the information — ( d ) the person does not care whether the statement or information is true or false; or ( e ) the person knows or ought reasonably to have known that the statement or information is false or misleading in a material particular. [4/2017]


document_id: sfa-2001
provision_ref: s200
chapter: PART 12 - MARKET CONDUCT
section: 200
title: Fraudulently inducing persons to deal in capital markets products
content:
200. —(1) A person must not — ( a ) by making or publishing any statement, promise or forecast that the person knows or ought reasonably to have known to be misleading, false or deceptive; ( b ) by any dishonest concealment of material facts; ( c ) by the reckless making or publishing of any statement, promise or forecast that is misleading, false or deceptive; or ( d ) by recording or storing in, or by means of, any mechanical, electronic or other device information that the person knows to be false or misleading in a material particular, induce or attempt to induce another person to deal in capital markets products. [4/2017] (2) In any proceedings against a person for a contravention of subsection (1) constituted by recording or storing information as mentioned in subsection (1)( d ), it is a defence if it is established that, at the time when the defendant so recorded or stored the information, the defendant had no reasonable grounds for expecting that the information would be available to any other person. (3) In any proceedings against a person for a contravention of subsection (1) in relation to the dealing in capital markets products that are securities, securities‑based derivatives contracts or units in a collective investment scheme, the opinion of any public accountant as to the financial position of any company at any time or during any period in respect of which he or she has made an audit or examination of the affairs of the company according to recognised audit practice is admissible, for any party to the proceedings, as evidence of the financial position of the company at that time or during that period, even though the opinion is based in whole or in part on book‑entries, documents or vouchers or on written or verbal statements by other persons. [4/2017]


document_id: sfa-2001
provision_ref: s201
chapter: PART 12 - MARKET CONDUCT
section: 201
title: Employment of manipulative and deceptive devices
content:
201. A person must not, directly or indirectly, in connection with the subscription, purchase or sale of any capital markets products — ( a ) employ any device, scheme or artifice to defraud; ( b ) engage in any act, practice or course of business which operates as a fraud or deception, or is likely to operate as a fraud or deception, upon any person; ( c ) make any statement the person knows to be false in a material particular; or ( d ) omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. [4/2017]


document_id: sfa-2001
provision_ref: s201A
chapter: PART 12 - MARKET CONDUCT
section: 201A
title: Bucketing
content:
201A. —(1) A person must not knowingly execute, or hold himself, herself or itself out as having executed, an order for the purchase or sale of a derivatives contract, without having effected in good faith a purchase or sale of that derivatives contract in accordance with the order or with the business rules and practices of an organised market on which the derivatives contract is to be purchased or sold. [4/2017] (2) A person must not knowingly execute, or hold himself, herself or itself out as having executed, an order to make a purchase or sale of a spot foreign exchange contract for purposes of leveraged foreign exchange trading, without having effected in good faith a purchase or sale in accordance with the order. [4/2017]


document_id: sfa-2001
provision_ref: s201B
chapter: PART 12 - MARKET CONDUCT
section: 201B
title: Manipulation of price of derivatives contracts and cornering
content:
201B. A person must not, directly or indirectly — ( a ) manipulate or attempt to manipulate the price of a derivatives contract traded on an organised market, or of any underlying thing which is the subject of such derivatives contract; or ( b ) corner, or attempt to corner, any underlying thing which is the subject of a derivatives contract. [4/2017]


document_id: sfa-2001
provision_ref: s202
chapter: PART 12 - MARKET CONDUCT
section: 202
title: Dissemination of information about illegal transactions
content:
202. —(1) A person must not circulate or disseminate, or authorise or be concerned in the circulation or dissemination of, any statement or information to any of the following effect if any condition in subsection (2) is satisfied: ( a ) the price of any securities or securities‑based derivatives contract, of a corporation will, or is likely, to rise or fall or be maintained by reason of any transaction entered into or to be entered into or other act or thing done or to be done in relation to the securities or securities‑based derivatives contracts, of that corporation (or of a related corporation) which to the person’s knowledge was entered into or done in contravention of section 197, 198, 199, 200 or 201, or if entered into or done would be in contravention of section 197, 198, 199, 200 or 201; ( b ) the price of any securities or securities‑based derivatives contract, of a business trust will, or is likely, to rise or fall or be maintained by reason of any transaction entered into or to be entered into or other act or thing done or to be done in relation to the securities or securities‑based derivatives contracts, of that business trust which to the person’s knowledge was entered into or done in contravention of section 197, 198, 199, 200 or 201, or if entered into or done would be in contravention of section 197, 198, 199, 200 or 201; ( c ) the price of a class of derivatives contracts will, or is likely to, rise or fall or be maintained by reason of any transaction entered into or to be entered into, or other act or thing done or to be done, in relation to that class of derivatives contracts by one or more persons which to the person’s knowledge was entered into, or done, in contravention of section 197, 200, 201, 201A or 201B, or if entered into, or done, would be in contravention of section 197, 200, 201, 201A or 201B; ( d ) the price of a class of spot foreign exchange contracts for purposes of leveraged foreign exchange trading, will, or is likely to, rise or fall or be maintained by reason of any transaction entered into or to be entered into, or other act or thing done or to be done, in relation to that class of spot foreign exchange contracts for purposes of leveraged foreign exchange trading, by one or more persons which to the person’s knowledge was entered into, or done, in contravention of section 197, 200, 201, 201A or 201B, or if entered into, or done, would be in contravention of section 197, 200, 201, 201A or 201B. [4/2017] (2) For the purpose of subsection (1), the condition is either — ( a ) the person mentioned in subsection (1), or a person associated with that person, has entered into or purports to enter into any such transaction, or has done or purports to do any such act or thing; or ( b ) the person mentioned in subsection (1), or a person associated with that person, has received, or expects to receive, directly or indirectly, any consideration or benefit for circulating or disseminating, or authorising or being concerned in the circulation or dissemination of, the statement or information. [4/2017]


document_id: sfa-2001
provision_ref: s203
chapter: PART 12 - MARKET CONDUCT
section: 203
title: Continuous disclosure
content:
203. —(1) A person to whom this subsection applies must not intentionally, recklessly or negligently fail to notify the approved exchange of such information as is required to be disclosed by the approved exchange under the listing rules or any other requirement of the approved exchange, if the person is required by the approved exchange under the listing rules or any other requirement of the approved exchange to notify the approved exchange of information on specified events or matters as they occur or arise for the purpose of the approved exchange making that information available to an organised market operated by the approved exchange. [4/2017] (2) Subsection (1) applies to any of the following: ( a ) an entity, the securities or securities‑based derivatives contracts of which are listed for quotation on an approved exchange; ( b ) a trustee‑manager of a business trust, where the securities or securities‑based derivatives contracts of the business trust are listed for quotation on an approved exchange; ( c ) a responsible person of a collective investment scheme, where the units in the collective investment scheme are listed for quotation on an approved exchange. [4/2017] (3) Despite section 204 or 335, a contravention of subsection (1) is not an offence unless the failure to notify is intentional or reckless. [4/2017]


document_id: sfa-2001
provision_ref: s204
chapter: PART 12 - MARKET CONDUCT
section: 204
title: Penalties under this Division
content:
204. —(1) Any person who contravenes any of the provisions of this Division shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both. (2) No proceedings shall be instituted against a person for an offence in respect of a contravention of any of the provisions of this Division after — ( a ) a court has made an order against the person for the payment of a civil penalty under section 232; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5), in respect of that contravention. [2/2009] Division 2 &#x2014; Prohibited Conduct — Financial Benchmarks


document_id: sfa-2001
provision_ref: s205
chapter: PART 12 - MARKET CONDUCT
section: 205
title: Application of this Division
content:
205. This Division applies to — ( a ) acts occurring within Singapore in relation to financial benchmarks, whether administered in Singapore or elsewhere; and ( b ) acts occurring outside Singapore in relation to financial benchmarks that are administered in Singapore. [4/2017]


document_id: sfa-2001
provision_ref: s206
chapter: PART 12 - MARKET CONDUCT
section: 206
title: Interpretation of this Division
content:
206. In this Division — “administer”, in relation to a financial benchmark, means the activity of administering the financial benchmark; “international body” means the European Central Bank, the Organization of the Petroleum Exporting Countries, and such other international bodies as may be prescribed by regulations made under section 341; “public authority” means — ( a ) any ministry or department of the Government, or any statutory body, or any board, commission, committee or similar body, whether corporate or unincorporated, established under a public Act for a public purpose; ( b ) in relation to a foreign country or territory, an authority of the foreign country or territory, or any board, commission, committee or similar body, whether corporate or unincorporated, established under the law of the foreign country or territory for a public purpose; or ( c ) such other organisation as the Authority may prescribe by regulations made under section 341. [4/2017]


document_id: sfa-2001
provision_ref: s207
chapter: PART 12 - MARKET CONDUCT
section: 207
title: Manipulation of financial benchmarks
content:
207. —(1) A person must not do any thing, cause any thing to be done or engage in any course of conduct, if the person’s purpose, or any of the person’s purposes, for doing that thing, causing that thing to be done or engaging in that course of conduct (as the case may be) is to create a false or misleading appearance as to the price, value, performance or rate of any financial benchmark. [4/2017] (2) A person must not do any thing, cause any thing to be done or engage in any course of conduct that creates, or is likely to create, a false or misleading appearance, as to the price, value, performance or rate of any financial benchmark, if — ( a ) the person knows that doing that thing, causing that thing to be done or engaging in that course of conduct (as the case may be) will create, or will likely create, that false or misleading appearance; or ( b ) the person is reckless as to whether doing that thing, causing that thing to be done or engaging in that course of conduct (as the case may be) will create, or will likely create, that false or misleading appearance. [4/2017]


document_id: sfa-2001
provision_ref: s208
chapter: PART 12 - MARKET CONDUCT
section: 208
title: Exception for conduct pursuant to policy requirement
content:
208. Section 207 does not apply in respect of any thing done or to be done or any course of conduct engaged by, or by a person acting on behalf of, a public authority or international body, whether in Singapore or elsewhere — ( a ) in respect of monetary policy; ( b ) in respect of policies with respect to exchange rates, the management of public debt or foreign exchange reserves; or ( c ) for the purpose of managing the price or value of any commodity. [4/2017]


document_id: sfa-2001
provision_ref: s209
chapter: PART 12 - MARKET CONDUCT
section: 209
title: False or misleading statements
content:
209. A person must not make a statement, disseminate any information or express any opinion that is false or misleading in a material particular to a person who carries out the activity of administering a financial benchmark if — ( a ) the person intends that the statement, information or opinion be used for the purpose of administering a financial benchmark; and ( b ) the person knows or ought reasonably to have known that the statement, information or opinion is false or misleading in a material particular, or is reckless as to whether the statement, information or opinion is false or misleading in a material particular. [4/2017]


document_id: sfa-2001
provision_ref: s210
chapter: PART 12 - MARKET CONDUCT
section: 210
title: Penalties under this Division
content:
210. —(1) Any person who contravenes any of the provisions of this Division shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both. [4/2017] (2) No proceedings shall be instituted against a person for an offence in respect of a contravention of any of the provisions of this Division after — ( a ) a court has made an order against the person for the payment of a civil penalty under section 232; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5), in respect of that contravention. [4/2017] 211. [ Repealed by Act 4 of 2017 ] 212. [ Repealed by Act 4 of 2017 ] Division 3 &#x2014; Insider Trading


document_id: sfa-2001
provision_ref: s213
chapter: PART 12 - MARKET CONDUCT
section: 213
title: Application of this Division
content:
213. This Division applies to — ( a ) acts occurring within Singapore in relation to — (i) securities or securities‑based derivatives contracts of any corporation, whether formed or carrying on business in Singapore or elsewhere; (ii) securities or securities‑based derivatives contracts of any business trust; (iii) securities or securities‑based derivatives contracts listed for quotation or quoted on an organised market in Singapore or elsewhere; (iv) securities‑based derivatives contracts, whether traded in Singapore or elsewhere; or (v) CIS units — (A) listed for quotation or quoted on an organised market in Singapore or elsewhere; or (B) traded in Singapore or elsewhere; and ( b ) acts occurring outside Singapore in relation to — (i) securities or securities‑based derivatives contracts of a corporation that is formed or carries on business in Singapore; (ii) securities or securities‑based derivatives contracts of a business trust, the trustee of which is formed in Singapore or carries on business on behalf of the business trust in Singapore; (iii) securities or securities‑based derivatives contracts listed for quotation or quoted on an organised market in Singapore; (iv) securities‑based derivatives contracts traded in Singapore; or (v) CIS units — (A) listed for quotation or quoted on an organised market in Singapore; or (B) traded in Singapore. [4/2017]


document_id: sfa-2001
provision_ref: s214
chapter: PART 12 - MARKET CONDUCT
section: 214
title: Interpretation of this Division
content:
214. —(1) In this Division — “Collective Investment Scheme unit” or “CIS unit” means — ( a ) a right or interest (however described) in a collective investment scheme (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the collective investment scheme; or ( b ) a contract or arrangement under which — (i) a party to the contract or arrangement is required to, or may be required to, discharge its obligations under the contract or arrangement at some future time; and (ii) the value of the contract or arrangement, is determined (whether directly or indirectly, or whether wholly or in part) by reference to, derived from, or varies by reference to any of the following: (A) the value or amount of units of a collective investment scheme; (B) fluctuations in the values or amount of units of a collective investment scheme; “debenture” has the meaning given by section 2 and, in relation to a business trust, means a debenture issued by the trustee of the business trust in its capacity as trustee of the business trust; “financial performance”, in relation to a business trust, means the performance of the business relating to the trust property of the business trust which is managed and operated by the trustee of the business trust; “information” includes — ( a ) matters of supposition and other matters that are insufficiently definite to warrant being made known to the public; ( b ) matters relating to the intentions, or the likely intentions, of a person; ( c ) matters relating to negotiations or proposals with respect to — (i) commercial dealings; or (ii) dealing in capital markets products that are securities, securities‑based derivatives contracts or CIS units; (iii) [ Deleted by Act 4 of 2017 ] ( d ) information relating to the financial performance of a corporation or business trust, or otherwise; ( e ) information that — (i) a person proposes to enter into, or had previously entered into, one or more transactions or agreements in relation to any securities, securities‑based derivatives contract or CIS unit; or (ii) a person has prepared or proposes to issue a statement relating to any securities, securities‑based derivatives contract or CIS unit; and ( f ) matters relating to the future; “persons who commonly invest”, in relation to investment in any kind of securities, securities‑based derivatives contracts or CIS units, means a section of the public that is accustomed, or would be likely, to deal in securities, securities‑based derivatives contracts or CIS units, or in a class of securities, securities‑based derivatives contracts or CIS units, of that kind; “purchase”, in relation to securities‑based derivatives contracts or CIS units, includes a contract or arrangement under which a party acquires an option or right from another party, acquiring the option or right under the contract, or taking an assignment of the option or right, whether or not on another’s behalf; “sell”, in relation to securities‑based derivatives contracts or CIS units, includes a contract or arrangement under which a party acquires an option or right from another party — ( a ) grant or assign the option or right; or ( b ) take, or cause to be taken, such action as releases the option or right, whether or not on another’s behalf; “trust property” has the meaning given by section 2 of the Business Trusts Act 2004. [2/2009; 4/2017] (2) In this Division — ( a ) a reference to a securities‑based derivatives contract of a corporation in sections 213( a )(i) and ( b )(i) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that corporation; and ( b ) a reference to a securities‑based derivatives contract of a business trust in sections 213( a )(ii) and ( b )(ii) and 218 is a reference to a securities‑based derivatives contract of which the underlying thing, or any of the underlying things, is a security of that business trust. [4/2017]


document_id: sfa-2001
provision_ref: s215
chapter: PART 12 - MARKET CONDUCT
section: 215
title: Information generally available
content:
215. For the purposes of this Division, information is generally available if — ( a ) it consists of readily observable matter; ( b ) without limiting paragraph ( a ) — (i) it has been made known in a manner that would, or would be likely to, bring it to the attention of any of the following classes of persons: (A) persons who commonly invest in securities of a kind of which the price or value might be affected by the information; (B) persons who commonly invest in securities‑based derivatives contracts of a kind of which the price or value might be affected by the information; (C) persons who commonly invest in CIS units of a kind of which the price or value might be affected by the information; and (ii) since it was so made known, a reasonable period for it to be disseminated among such persons has elapsed; or ( c ) it consists of deductions, conclusions or inferences made or drawn from either or both of the following: (i) information referred to in paragraph ( a ); (ii) information made known as referred to in paragraph ( b )(i). [4/2017]


document_id: sfa-2001
provision_ref: s216
chapter: PART 12 - MARKET CONDUCT
section: 216
title:
Material effect on price or value of securities, securities‑based derivatives contracts or CIS units

content:
216. For the purposes of this Division, a reasonable person would be taken to expect information to have a material effect on the price or value of securities, securities‑based derivatives contracts or CIS units, if the information would, or would be likely to, influence any of the following persons in deciding whether or not to subscribe for, buy or sell those securities, securities‑based derivatives contracts or CIS units: ( a ) the persons who commonly invest in the securities, securities‑based derivatives contracts or CIS units; ( b ) any one or more classes of persons who constitute the persons mentioned in paragraph ( a ). [4/2017]


document_id: sfa-2001
provision_ref: s217
chapter: PART 12 - MARKET CONDUCT
section: 217
title: Trading and procuring trading in securities, securities‑based derivatives contracts or CIS units
content:
217. —(1) For the purposes of this Division, trading in any securities, securities‑based derivatives contracts or CIS units, that is ordinarily permitted on an organised market is taken to be permitted on that organised market even though trading in such securities, securities‑based derivatives contracts or CIS units (as the case may be) on that organised market is suspended. [4/2017] (2) For the purposes of this Division but without limiting the meaning that the expression “procure” has apart from this section, if a person incites, induces, or encourages an act or omission by another person, the firstmentioned person is taken to procure the act or omission by the other person.


document_id: sfa-2001
provision_ref: s218
chapter: PART 12 - MARKET CONDUCT
section: 218
title: Prohibited conduct by connected person in possession of inside information
content:
218. —(1) Subject to this Division, where — ( a ) a person who is connected to a corporation possesses information concerning that corporation that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of that corporation; and ( b ) the connected person knows or ought reasonably to know that — (i) the information is not generally available; and (ii) if it were generally available, it might have a material effect on the price or value of those securities or securities‑based derivatives contracts of that corporation, subsections (2), (3), (4), (5) and (6) apply. [4/2017] (1A) Subsections (2), (3), (4A), (5) and (6) apply if — ( a ) a person is connected to — (i) a corporation that is the trustee of, or manages or operates, a business trust; or (ii) a corporation that is the trustee or manager of a collective investment scheme — (A) that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and (B) all or any units of which are listed on an approved exchange; ( b ) the connected person possesses — (i) where the person is connected to a corporation mentioned in paragraph ( a )(i), any information concerning the corporation or business trust that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or (ii) where the person is connected to a corporation mentioned in paragraph ( a )(ii), any information concerning the corporation or collective investment scheme that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the scheme; and ( c ) the connected person knows or ought reasonably to know that — (i) the information is not generally available; and (ii) if it were generally available, it might have a material effect on — (A) where the person is connected to a corporation mentioned in paragraph ( a )(i), the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or (B) where the person is connected to a corporation mentioned in paragraph ( a )(ii), the price or value of securities or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the collective investment scheme. [4/2017] (2) The connected person must not (whether as principal or agent) — ( a ) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell — (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A); or ( b ) procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell — (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A). [4/2017] (3) The connected person must not, directly or indirectly, communicate the information mentioned in subsection (1) or (1A), or cause the information to be communicated, to another person if the connected person knows, or ought reasonably to know, that the other person would or would be likely to — ( a ) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell — (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A); or ( b ) procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell — (i) the securities or securities‑based derivatives contracts mentioned in subsection (1); or (ii) the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A). [4/2017] (4) In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation referred to in subsection (1), where the prosecution or claimant proves that the connected person was at the material time — ( a ) in possession of information concerning the corporation to which the person was connected; and ( b ) the information was not generally available, it is presumed, until the contrary is proved, that the connected person knew at the material time that — ( c ) the information was not generally available; and ( d ) if the information were generally available, it might have a material effect on the price or value of securities or securities‑based derivatives contracts of that corporation. [4/2017] [Act 25 of 2021 wef 01/04/2022] (4A) In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation mentioned in subsection (1A)( a )(i) or (ii), the presumption in subsection (4B) applies until the contrary is proved, if the prosecution or claimant proves that the connected person was at the material time — ( a ) in possession of information concerning the corporation, business trust or collective investment scheme, as the case may be; and ( b ) the information was not generally available. [4/2017] [Act 25 of 2021 wef 01/04/2022] (4B) For the purpose of subsection (4A), the presumption is the connected person knew at the material time that — ( a ) the information was not generally available; and ( b ) if the information were generally available, it might have a material effect on — (i) where the person is connected to a corporation mentioned in subsection (1A)( a )(i), the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or (ii) where the person is connected to a corporation mentioned in subsection (1A)( a )(ii), the price or value of the securities or securities‑based derivatives contracts of the corporation or the price or value of CIS units in the collective investment scheme. [4/2017] (5) In this Division — ( a ) “connected person” means a person referred to in subsection (1) or (1A) who is connected to a corporation; and ( b ) a person is connected to a corporation if — (i) the person is an officer of that corporation or of a related corporation; (ii) the person is a substantial shareholder in that corporation or in a related corporation; or (iii) the person occupies a position that may reasonably be expected to give the person access to information of a kind to which this section applies by virtue of — (A) any professional or business relationship existing between the person (or the person’s employer or a corporation of which the person is an officer) and that corporation or a related corporation; or (B) being an officer of a substantial shareholder in that corporation or in a related corporation. [2/2009] (6) In subsection (5), “officer”, in relation to a corporation, includes — ( a ) a director, secretary or employee of the corporation; ( b ) a receiver, or receiver and manager, of property of the corporation; ( c ) a judicial manager of the corporation; ( d ) a liquidator of the corporation; and ( e ) a trustee or other person administering a compromise or arrangement made between the corporation and another person.


document_id: sfa-2001
provision_ref: s219
chapter: PART 12 - MARKET CONDUCT
section: 219
title: Prohibited conduct by other persons in possession of inside information
content:
219. —(1) Subject to this Division, where — ( a ) a person who is not a connected person referred to in section 218 (called in this section the insider) possesses information that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities, securities‑based derivatives contracts or CIS units; and ( b ) the insider knows that — (i) the information is not generally available; and (ii) if it were generally available, it might have a material effect on the price or value of those securities, securities‑based derivatives contracts or CIS units, as the case may be, subsections (2) and (3) apply. [4/2017] (2) The insider must not (whether as principal or agent) — ( a ) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any such securities, securities‑based derivatives contracts or CIS units, as the case may be; or ( b ) procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, any such securities, securities‑based derivatives contracts or CIS units, as the case may be. [4/2017] (3) The insider must not, directly or indirectly, communicate the information mentioned in subsection (1), or cause the information to be communicated, to another person if the insider knows, or ought reasonably to know, that the other person would or would be likely to — ( a ) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1); or ( b ) procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1). [4/2017]


document_id: sfa-2001
provision_ref: s220
chapter: PART 12 - MARKET CONDUCT
section: 220
title: Not necessary to prove intention to use
content:
220. —(1) To avoid doubt, in any proceedings against a person for a contravention of section 218 or 219, it is not necessary for the prosecution or claimant to prove that the accused person or defendant intended to use the information referred to in section 218(1)( a ) or (1A)( a ) or 219(1)( a ) in contravention of section 218 or 219, as the case may be. [Act 25 of 2021 wef 01/04/2022] (2) In any proceedings against a person for a contravention of section 218 or 219, it is not necessary for the prosecution or claimant to prove the absence of facts or circumstances which if they existed would, by virtue of sections 222 to 230 or any regulations made under section 341, preclude the act from constituting a contravention of section 218 or 219, as the case may be. [Act 25 of 2021 wef 01/04/2022]


document_id: sfa-2001
provision_ref: s221
chapter: PART 12 - MARKET CONDUCT
section: 221
title: Penalties under this Division
content:
221. —(1) A person who contravenes section 218 or 219, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both. (2) No proceedings shall be instituted against a person for an offence in respect of a contravention of section 218 or 219 after — ( a ) a court has made an order against the person for the payment of a civil penalty under section 232; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5), in respect of that contravention. [2/2009]


document_id: sfa-2001
provision_ref: s222
chapter: PART 12 - MARKET CONDUCT
section: 222
title: Exception for redemption of units in collective investment scheme
content:
222. Sections 218(2) and 219(2) do not apply in respect of the redemption of units in a collective investment scheme by a trustee or manager under a trust deed relating to that collective investment scheme in accordance with a buy‑back covenant contained or deemed to be contained in the trust deed at a price that is required by the trust deed to be calculated, so far as is reasonably practicable, by reference to the underlying value of the assets less — ( a ) any liabilities of that collective investment scheme to which the units relates; and ( b ) any reasonable charge for purchasing the units.


document_id: sfa-2001
provision_ref: s223
chapter: PART 12 - MARKET CONDUCT
section: 223
title: Exception for underwriters
content:
223. —(1) Sections 218(2) and 219(2) do not apply in respect of — ( a ) subscribing for, or purchasing, securities, securities‑based derivatives contracts or CIS units under an underwriting agreement or a sub‑underwriting agreement; ( b ) entering into an agreement referred to in paragraph ( a ); or ( c ) selling securities, securities‑based derivatives contracts or CIS units subscribed for, or purchased, under an agreement referred to in paragraph ( a ). [4/2017] (2) Sections 218(3) and 219(3) do not apply in respect of the communication of information in relation to securities, securities‑based derivatives contracts or CIS units — ( a ) to a person solely for the purpose of procuring the person to enter into an underwriting agreement in relation to any such securities, securities‑based derivatives contracts or CIS units; or ( b ) by a person who may be required under an underwriting agreement to subscribe for, or purchase, any such securities, securities‑based derivatives contracts or CIS units if the communication is made to another person solely for the purpose of procuring the other person to do either or both of the following: (i) enter into a sub‑underwriting agreement in relation to any such securities, securities‑based derivatives contracts or CIS units; (ii) subscribe for, or purchase, any such securities, securities‑based derivatives contracts or CIS units. [4/2017]


document_id: sfa-2001
provision_ref: s224
chapter: PART 12 - MARKET CONDUCT
section: 224
title: Exception for purchase pursuant to legal requirement
content:
224. —(1) Sections 218(2) and 219(2) do not apply in respect of the purchase of securities, securities‑based derivatives contracts or CIS units pursuant to a requirement imposed by the Government, a statutory body or any regulatory authority, or any requirement imposed under any written law or order of court. [4/2017] (2) Sections 218(2) and 219(2) do not apply in respect of the sale of securities, securities‑based derivatives contracts or CIS units pursuant to any requirement imposed by the Government or any requirement imposed under any written law or order of court. [4/2017]


document_id: sfa-2001
provision_ref: s225
chapter: PART 12 - MARKET CONDUCT
section: 225
title: Exception for information communicated pursuant to legal requirement
content:
225. Sections 218(3) and 219(3) do not apply in respect of the communication of information pursuant to a requirement imposed by the Government, a statutory body or any regulatory authority, or any requirement imposed under any written law or order of court.


document_id: sfa-2001
provision_ref: s226
chapter: PART 12 - MARKET CONDUCT
section: 226
title: Attribution of knowledge within corporations
content:
226. —(1) For the purposes of this Division — ( a ) a corporation is taken to possess any information which an officer of the corporation possesses and which came into his or her possession in the course of the performance of duties as such an officer; and ( b ) if an officer of a corporation knows or ought reasonably to know any matter or thing because he or she is an officer of the corporation, it is to be presumed, until the contrary is proved, that the corporation knows or ought reasonably to know that matter or thing. (2) A corporation does not contravene section 218(2) or 219(2) by entering into a transaction or agreement at any time merely because of information in the possession of an officer of the corporation if — ( a ) the decision to enter into the transaction or agreement was taken on its behalf by a person other than that officer; ( b ) it had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person who made the decision and that no advice with respect to the transaction or agreement was given to that person by a person in possession of the information; and ( c ) the information was not so communicated and no such advice was so given.


document_id: sfa-2001
provision_ref: s227
chapter: PART 12 - MARKET CONDUCT
section: 227
title: Attribution of knowledge within partnerships and limited liability partnerships
content:
227. —(1) For the purposes of this Division — ( a ) a partner of a partnership or a limited liability partnership (as the case may be) is taken to possess any information — (i) which another partner of the partnership or limited liability partnership (as the case may be) possesses and which came into such other partner’s possession in his or her capacity as a partner of the partnership or limited liability partnership (as the case may be); or (ii) which an employee of the partnership or a manager of a limited liability partnership (as the case may be) possesses and which came into the possession of such an employee or manager in the course of the performance of his or her duties as such an employee or manager; and ( b ) if a partner or employee of a partnership or a partner, manager or employee of a limited liability partnership (as the case may be) knows or ought reasonably to know any matter or thing in his or her capacity as such a partner, manager or employee, it is to be presumed that every partner of the partnership or limited liability partnership (as the case may be) knows or ought reasonably to know that matter or thing. (2) The partners of a partnership or limited liability partnership (as the case may be) do not contravene section 218(2) or 219(2) by entering into a transaction or agreement at any time merely because one or more (but not all) of the partners, or a manager or managers, or an employee or employees, of the partnership or limited liability partnership (as the case may be) are in actual possession of information if — ( a ) the decision to enter into the transaction or agreement was taken on behalf of the partnership or limited liability partnership by any one or more of the following persons: (i) a partner who is taken to have possessed the information merely because another partner, or a manager or employee, of the partnership or limited liability partnership, was in possession of the information; (ii) an employee of the partnership or limited liability partnership or a manager of the limited liability partnership who was not in possession of the information; ( b ) the partnership or limited liability partnership had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person or persons who made the decision and that no advice with respect to the transaction or agreement was given to that person or any of those persons by a person in possession of the information; and ( c ) the information was not so communicated and no such advice was so given. (3) A partner of a partnership or limited liability partnership (as the case may be) does not contravene section 218(2) or 219(2) by entering into a transaction or agreement otherwise than on behalf of the partnership or limited liability partnership merely because he or she is taken to possess information that is in the possession of another partner, a manager or an employee of the partnership.


document_id: sfa-2001
provision_ref: s228
chapter: PART 12 - MARKET CONDUCT
section: 228
title: Exception for knowledge of individual’s own intentions or activities
content:
228. An individual does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units merely because the individual is aware that the individual proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units. [4/2017]


document_id: sfa-2001
provision_ref: s229
chapter: PART 12 - MARKET CONDUCT
section: 229
title: Exception for corporations and its officers, etc.
content:
229. —(1) A corporation does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units merely because the corporation is aware that it proposes to enter into or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units. [4/2017] (2) Subject to subsection (3), a corporation does not contravene section 218(2) or 219(2) by entering into a transaction or agreement in relation to securities, securities‑based derivatives contracts or CIS units merely because an officer of the corporation is aware that the corporation proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units. [4/2017] (3) Subsection (2) does not apply unless the officer of the corporation mentioned in that subsection became aware of the matters referred to in that subsection in the course of the performance of duties as such an officer. (4) Subject to subsection (5), a person does not contravene section 218(2) or 219(2) by entering into a transaction or agreement on behalf of a corporation in relation to securities, securities‑based derivatives contracts or CIS units merely because the person is aware that the corporation proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to those securities, securities‑based derivatives contracts or CIS units. [4/2017] (5) Subsection (4) does not apply unless the person became aware of the matters referred to in that subsection in the course of the performance of duties as an officer of the corporation or in the course of acting as an agent of the corporation.


document_id: sfa-2001
provision_ref: s230
chapter: PART 12 - MARKET CONDUCT
section: 230
title: Unsolicited transactions by holder of capital markets services licence and representatives
content:
230. —(1) The holder of a capital markets services licence to deal in capital markets products, or a representative of such a holder, does not contravene section 218(2) or 219(2) by subscribing for, purchasing or selling, or entering into an agreement to subscribe for, purchase or sell, securities, securities‑based derivatives contracts or CIS units if — ( a ) the holder or representative entered into the transaction or agreement concerned on behalf of another person (called in this section the principal) under a specific instruction by the principal to enter into that transaction or agreement which was not solicited by the holder or representative; ( b ) the holder or representative has not given any advice to the principal in relation to the transaction or agreement or otherwise sought to procure the principal’s instructions to enter into the transaction or agreement; and ( c ) the principal is not an associate of the holder or representative. [2/2009; 4/2017] (2) Nothing in this section affects the application of section 218(2) or 219(2) in relation to the principal.


document_id: sfa-2001
provision_ref: s231
chapter: PART 12 - MARKET CONDUCT
section: 231
title: Parity of information defences
content:
231. —(1) In any proceedings against a person for a contravention of section 218(2) or 219(2) because the person entered into, or procured another person to enter into, a transaction or agreement at a time when certain information was in the firstmentioned person’s possession, it is a defence if the court is satisfied that — ( a ) the information came into the firstmentioned person’s possession solely as a result of the information having been made known as referred to in section 215( b )(i); or ( b ) the other party to the transaction or agreement knew, or ought reasonably to have known, of the information before entering into the transaction or agreement. (2) In an action against a person for a contravention of section 218(3) or 219(3) because the person communicated information, or caused information to be communicated, to another person, it is a defence if the court is satisfied that — ( a ) the information came into the firstmentioned person’s possession solely as a result of the information having been made known as referred in section 215( b )(i); or ( b ) the other person knew, or ought reasonably to have known, of the information before the information was communicated. Division 4 &#x2014; Civil Liability


document_id: sfa-2001
provision_ref: s232
chapter: PART 12 - MARKET CONDUCT
section: 232
title: Civil penalty
content:
232. —(1) Whenever it appears to the Authority that any person has contravened any provision in this Part, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the person to seek an order for a civil penalty in respect of that contravention. (2) If the court is satisfied on a balance of probabilities that the person has contravened a provision in this Part, the court may make an order against the person for the payment of a civil penalty of a sum not exceeding the greater of the following: ( a ) 3 times — (i) the amount of the profit that the person gained as a result of the contravention; or (ii) the amount of the loss that the person avoided as a result of the contravention; ( b ) $2 million. [4/2017] (3) The civil penalty ordered under subsection (2) must not be less than — ( a ) in the case where the person is a corporation, $100,000; and ( b ) in any other case, $50,000. [4/2017] (4) Despite subsections (2) and (3), the court may make an order against a person against whom an action has been brought under this section if the Authority, with the consent of the Public Prosecutor, has agreed to allow the person to consent to the order with or without admission of a contravention of a provision in this Part and the order may be made on such terms as may be agreed between the Authority and the defendant. (5) Nothing in this section prevents the Authority from entering into an agreement with any person to pay, with or without admission of liability, a civil penalty within the limits referred to in subsection (2) or (3) for a contravention of any provision in this Part. (6) A civil penalty imposed under this section must be paid into the Consolidated Fund and is to be treated as a judgment debt due to the Government for the purposes of section 10 of the Government Proceedings Act 1956. [34/2012; 4/2017] (7) If the person fails to pay the civil penalty imposed on the person within the time specified in the court order referred to in subsection (4) or specified under the agreement referred to in subsection (5), the Authority may recover the civil penalty on behalf of the Government as though the civil penalty were a judgment debt due to the Authority. [34/2012] (8) Any defence that is available to a person who is prosecuted for a contravention of any provision in this Part, is also available to a defendant to an action under this section in respect of that contravention.


document_id: sfa-2001
provision_ref: s233
chapter: PART 12 - MARKET CONDUCT
section: 233
title: Action under section 232 not to commence, etc., in certain situations
content:
233. —(1) An action under section 232 must not be commenced after the expiration of 6 years from the date of the contravention of any of the provisions in this Part. (2) An action under section 232 must not be commenced if the person has been convicted or acquitted in criminal proceedings for the contravention of any of the provisions in this Part, except where the person has been acquitted on the ground of the withdrawal of the charge against the person. (3) An action under section 232 must be stayed after criminal proceedings have been commenced against the person for the contravention of any of the provisions in this Part, and may thereafter be continued only if — ( a ) that person has been discharged in respect of that contravention and the discharge does not amount to an acquittal; or ( b ) the charge against the person in respect of that contravention has been withdrawn.


document_id: sfa-2001
provision_ref: s234
chapter: PART 12 - MARKET CONDUCT
section: 234
title: Civil liability
content:
234. —(1) A person who has acted in contravention of any of the provisions in this Part (called in this section and sections 235 and 236 the contravening person) is, if the contravening person had gained a profit or avoided a loss as a result of that contravention, whether or not the contravening person had been convicted or had a civil penalty imposed on the contravening person in respect of that contravention, liable to pay compensation to any person (called in this section and sections 235 and 236 the claimant) who — ( a ) had been dealing in capital markets products of the same description contemporaneously with the contravention; and ( b ) had suffered loss by reason of the difference between — (i) the price at which the capital markets products were dealt in contemporaneously with the contravention; and (ii) the price at which the capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing if — (A) in the case where the contravening person had acted in contravention of section 218 or 219, the information mentioned in section 218(1) or (1A) or 219(1) (as the case may be) had been generally available; or (B) in any other case, the contravention had not occurred. [2/2009; 34/2012; 4/2017] (1A) Without affecting subsection (1), the contravening person is, whether or not the contravening person had gained a profit or avoided a loss as a result of that contravention, and whether or not the contravening person had been convicted or had a civil penalty imposed on the contravening person in respect of that contravention, liable to pay compensation to the claimant, if — ( a ) the contravening person has contravened section 199, 200 or 201 in connection with any dealing in capital markets products, by — (i) making, disseminating or publishing any false, misleading or deceptive statement, information, promise or forecast; or (ii) concealing or omitting to state any material fact; and ( b ) the claimant — (i) in reliance on that statement, information, promise or forecast or in ignorance of that concealed or omitted material fact, had (whether contemporaneously with the contravention or otherwise) been dealing in capital markets products of the same description; and (ii) had suffered loss. [34/2012; 4/2017] (2) The amount of compensation that the contravening person is liable to pay to the claimant under subsection (1) is the amount of the loss suffered by the claimant referred to in subsection (1)( b ), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L, up to the maximum amount recoverable. [34/2012] (2A) The amount of compensation that the contravening person is liable to pay to the claimant under subsection (1A) is — ( a ) in any case where the claimant had contemporaneously with the contravention been dealing in capital markets products of the same description, and had suffered the loss referred to in subsection (1)( b ), any one of the following amounts that is elected by the claimant: (i) the amount of the loss suffered by the claimant referred to in subsection (1)( b ), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L, up to the maximum amount recoverable; (ii) the amount of any loss that reasonably results from the claimant’s reliance on the statement, information, promise or forecast referred to in subsection (1A)( a )(i) or ignorance of the concealed or omitted material fact referred to in subsection (1A)( a )(ii), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L; or ( b ) in any other case, the amount of any loss that reasonably results from the claimant’s reliance on the statement, information, promise or forecast referred to in subsection (1A)( a )(i) or ignorance of the concealed or omitted material fact referred to in subsection (1A)( a )(ii), after deducting any amount of compensation paid or payable to the same claimant in respect of the same contravention under an order of court or an agreement to pay by the contravening person or any defendant, defendant corporation or defendant partnership under Division 4 or 5 or under an order for disgorgement under section 236L. [34/2012; 4/2017] (3) Any defence that is available to a person who is prosecuted for a contravention of any provision in this Part, is also available to a defendant to an action under this section in respect of the contravention. (4) An action under this section must not be commenced after the expiration of 6 years from the date of completion of the dealing in which the loss occurred. [34/2012; 4/2017] (5) For the purposes of this section, in determining whether any dealing in capital markets products took place contemporaneously with the contravention, the court is to take into account the following matters: ( a ) the volume of capital markets products of the same description dealt in between the date and time of the contravention, and the date and time of the dealing in capital markets products; ( b ) if the contravention was effected by a transaction or transactions involving the dealing in capital markets products, the date on and time at which the transaction or transactions were cleared and settled; ( c ) whether the dealing in capital markets products took place before or after the contravention; ( d ) in the case of a contravention under section 203, 218 or 219, whether the dealing in capital markets products that are securities, securities‑based derivatives contracts or CIS units as defined in section 214(1) (as the case may be) took place before or after the information to which the contravention relates became generally known; ( e ) such other factors and developments, whether in Singapore or elsewhere, as the court may consider relevant. [34/2012; 4/2017] (6) In this section and section 236, “maximum recoverable amount”, in respect of each contravention by a contravening person means — ( a ) the amount of the profit that the contravening person gained; or ( b ) the amount of the loss that the contravening person avoided, as a result of the contravention, after deducting all amounts of compensation that the contravening person had previously been ordered by a court to pay, in respect of the same contravention, to other claimants (each being a claimant whose claim is one where the amount of compensation that the contravening person is liable to pay is specified under subsection (2) or (2A)( a )(i)). [34/2012]


document_id: sfa-2001
provision_ref: s235
chapter: PART 12 - MARKET CONDUCT
section: 235
title: Action under section 234 not to commence, etc., in certain situations
content:
235. —(1) Except with the permission of court, no action under section 234 may be brought against the contravening person in respect of a contravention of any of the provisions in this Part which resulted in the contravening person gaining a profit or avoiding a loss after the commencement of — ( a ) criminal proceedings under this Part against the contravening person for the same contravention; or ( b ) an action under section 232 against the contravening person for the same contravention. [Act 25 of 2021 wef 01/04/2022] (2) Any action under section 234 against the contravening person in respect of a contravention of any of the provisions in this Part which resulted in the contravening person gaining a profit or avoiding a loss, being an action that is pending on the date of commencement of — ( a ) criminal proceedings under this Part against the contravening person for the same contravention; or ( b ) an action under section 232 against the contravening person for the same contravention, must be stayed, and may not thereafter be continued except with the permission of court. [Act 25 of 2021 wef 01/04/2022] (3) Permission under subsection (1) or (2) may not be granted if a date has been fixed by a court under section 236(1) for the filing of claims, and in that event the claimant to the proposed action or the action that has been stayed (as the case may be) must comply with such directions relating to the filing and proof of the claimant’s claim under section 236 as that court may issue in the claimant’s case. [Act 25 of 2021 wef 01/04/2022]


document_id: sfa-2001
provision_ref: s236
chapter: PART 12 - MARKET CONDUCT
section: 236
title: Civil liability in event of conviction, etc.
content:
236. —(1) Despite section 234, where the contravening person — ( a ) has been convicted of an offence under this Part; or ( b ) has an order for the payment of a civil penalty made against the contravening person under section 232, other than by way of a default judgment or a consent order made with or without admission of contravention under section 232(4), in respect of the contravention of any of the provisions in this Part, the court which convicted the contravening person or made the order against the contravening person (called in this section the relevant court) may, after the conviction or the order imposing the civil penalty has been made final, fix a date on or before which all claimants have to file and prove their claims for compensation in respect of that contravention. [2/2009; 34/2012] (2) For the purposes of subsection (1), the relevant court must not fix a date that is earlier than 3 months from the date the conviction or the order imposing the civil penalty (as the case may be) has been made final. (3) Subject to subsection (3A), the relevant court may, after the expiry of the date fixed under subsection (1), make an order against the contravening person to pay compensation to each claimant who has filed and proven that claimant’s claim for compensation. [34/2012] (3A) Where the amount of compensation that a claimant would have been entitled if the claimant had brought an action under section 234 is specified under section 234(2) or (2A)( a )(i), the compensation amount ordered by the relevant court for that claimant is equal to the lesser of the following amounts: ( a ) the amount of compensation which that claimant has proven to the satisfaction of the court that the claimant would have been entitled to if the claimant had brought an action under section 234 against the contravening person; ( b ) the pro‑rated portion of the maximum recoverable amount, calculated according to the relationship which the amount referred to in paragraph ( a ) bears to the total amount of all other claims (each being a claim the claimant of which is one who, if the claimant had brought an action under section 234, would have been entitled to the amount of compensation specified under section 234(2) or (2A)( a )(i)) which have been proved to the court. [34/2012] (4) For the purposes of this section, a conviction is made final if — ( a ) the conviction is upheld on appeal, revision or otherwise; ( b ) the conviction is not subject to further appeal; ( c ) no notice of appeal against the conviction is lodged within the time prescribed by sections 377 and 378 of the Criminal Procedure Code 2010; or ( d ) any appeal against the conviction is withdrawn. [15/2010] (5) For the purposes of this section, an order imposing a civil penalty is made final if — ( a ) the order is not set aside on appeal or revision or is varied only as to the amount of the civil penalty to be imposed; ( b ) the order is not subject to further appeal; ( c ) no notice of appeal against the imposition of the penalty is lodged within the time prescribed by Rules of Court made under section 238; or ( d ) any appeal against the imposition of the penalty is withdrawn. Division 5 &#x2014; Attributed Liability


document_id: sfa-2001
provision_ref: s236A
chapter: PART 12 - MARKET CONDUCT
section: 236A
title: Interpretation of this Division
content:
236A. In this Division, unless the context otherwise requires — “defendant” means an individual liable to an order for a civil penalty under section 236H in respect of a contravention of any provision in this Part committed by a corporation, partnership, limited liability partnership or unincorporated association; “defendant corporation” means a corporation –– ( a ) liable to be punished under section 236B(1) or to an order for a civil penalty under section 236B(3) in respect of a contravention of any provision in this Part committed by its employee or officer; or ( b ) liable to an order for a civil penalty under section 236C(1); “defendant partnership” means a partnership or limited liability partnership –– ( a ) liable to be punished under section 236E(1) or to an order for a civil penalty under section 236E(3) in respect of a contravention of any provision in this Part committed by a partner or employee of the partnership or a partner, manager or employee of the limited liability partnership, as the case may be; or ( b ) liable to an order for a civil penalty under section 236F(1); “partnership”, in Subdivision (2), means the partnership at the time of the contravention by the contravening person referred to in section 236E(1) or 236F(1), as the case may be. [2/2009] Subdivision (1) &#x2014; Corporations


document_id: sfa-2001
provision_ref: s236B
chapter: PART 12 - MARKET CONDUCT
section: 236B
title:
Liability of corporation when employee or officer commits contravention with consent or connivance of corporation

content:
236B. —(1) Where an offence of contravening any provision in this Part is proved to have been committed by an employee or an officer of a corporation (called in this section the contravening person) — ( a ) with the consent or connivance of the corporation; and ( b ) for the benefit of the corporation, the corporation shall be guilty of that offence as if the corporation had committed the contravention, and shall be liable to be proceeded against and punished accordingly. [2/2009] (2) No proceedings shall be instituted against a corporation under subsection (1) after — ( a ) a court has made an order against the corporation for the payment of a civil penalty under subsection (3); or ( b ) the corporation has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5) (as that provision is applied to an action under subsection (3) by subsection (6)), in respect of the same contravention. [2/2009] (3) Where it appears to the Authority that a corporation is liable to be punished under subsection (1) for a contravention committed by a contravening person, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the corporation to seek an order for a civil penalty in respect of that contravention as if the corporation had committed the contravention, whether or not such action is brought against the contravening person. [2/2009] (4) If the court in subsection (3) is satisfied on a balance of probabilities that the corporation is liable to be punished under subsection (1) for a contravention of any provision of this Part, the court may make an order against the corporation for the payment of a civil penalty of a sum not less than $100,000 but not exceeding the greater of the following: ( a ) 3 times — (i) the amount of the profit that the corporation gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the corporation avoided as a result of the contravention by the contravening person; ( b ) $2 million. [4/2017] (5) [ Deleted by Act 4 of 2017 ] (6) Sections 232(4) to (7) and 233 apply in relation to an action brought against a corporation under subsection (3) as they apply in relation to an action under section 232. [2/2009] (7) Any defence that would be available to — ( a ) the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or ( b ) the corporation if it were prosecuted under subsection (1) in respect of that contravention, is also available to the corporation in an action under subsection (3) in respect of that contravention. [2/2009] (8) The means by which consent or connivance of the corporation under subsection (1) or (3) may be established include proving that — ( a ) the corporation’s board of directors intentionally, knowingly or recklessly carried out the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention; ( b ) a high managerial agent of the corporation intentionally, knowingly or recklessly engaged in the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention; or ( c ) a corporate culture existed within the corporation that directed or encouraged non‑compliance with the relevant provision. [2/2009] (9) In this section — “board of directors” means the body (by whatever name called) exercising the executive authority of the corporation; “corporate culture” means an attitude, policy, rule, course of conduct or practice existing within the corporation generally or in the part of the corporation in which the relevant activity takes place; “high managerial agent” means an employee, agent or officer of the corporation with duties of such responsibility that his or her conduct may fairly be assumed to represent the corporation’s policy. [2/2009]


document_id: sfa-2001
provision_ref: s236C
chapter: PART 12 - MARKET CONDUCT
section: 236C
title: Civil penalty when corporation fails to prevent or detect contravention by employee or officer
content:
236C. —(1) A corporation which fails to prevent or detect a contravention of any provision in this Part committed by an employee or officer of the corporation (called in this section the contravening person), which contravention is — ( a ) committed for the benefit of the corporation; and ( b ) attributable to the negligence of the corporation, commits a contravention and shall be liable to an order for a civil penalty under this section. [2/2009] (2) Where it appears to the Authority that a corporation has committed a contravention under subsection (1), the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the corporation to seek an order for a civil penalty. [2/2009] (3) If the court is satisfied on a balance of probabilities that the corporation has committed a contravention under subsection (1), the court may make an order against the corporation for the payment of a civil penalty of a sum not less than $100,000 but not exceeding the greater of the following: ( a ) 3 times — (i) the amount of the profit that the corporation gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the corporation avoided as a result of the contravention by the contravening person; ( b ) $2 million. [4/2017] (4) [ Deleted by Act 4 of 2017 ] (5) Sections 232(4) to (7) and 233 apply in relation to an action brought against a corporation under subsection (2) as they apply in relation to an action under section 232. [2/2009] (6) Any defence that would be available to the contravening person if the contravening person were prosecuted for the contravening person’s contravention is also available to the corporation in an action under subsection (2) in respect of its failure to prevent or detect that contravention. [2/2009] (7) For the purposes of subsection (1), in determining whether a contravention is attributable to the negligence of a corporation, the court is to take into account the following matters: ( a ) whether the corporation has established adequate policies and procedures for the purposes of preventing and detecting market misconduct; ( b ) whether the corporation has consistently enforced compliance with its policies and procedures referred to in paragraph ( a ); ( c ) such other factors as the court may consider relevant. [2/2009]


document_id: sfa-2001
provision_ref: s236D
chapter: PART 12 - MARKET CONDUCT
section: 236D
title: Civil liability of corporation for contravention by employee or officer
content:
236D. —(1) A defendant corporation which has gained a profit or avoided a loss as a result of the contravention of a provision in this Part by the contravening person referred to in section 236B(1) or 236C(1) is, whether or not it had been convicted or had a civil penalty imposed on it, liable to pay compensation to any person (called in this section the claimant) who –– ( a ) had been dealing in capital markets products of the same description contemporaneously with the contravention by the contravening person; and ( b ) had suffered loss by reason of the difference between — (i) the price at which the capital markets products were dealt in contemporaneously with the contravention by the contravening person; and (ii) the price at which the capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing if — (A) in any case where the contravening person had acted in contravention of section 218 or 219, the information referred to in section 218(1) or 219(1) (as the case may be) had been generally available; or (B) in any other case, the contravention by the contravening person had not occurred. [2/2009; 34/2012; 4/2017] (2) The amount of compensation that the defendant corporation is liable to pay to the claimant under subsection (1) is the amount of the loss suffered by the claimant, after deducting any amount of compensation paid or payable — ( a ) by the contravening person under an order of court or an agreement to pay; or ( b ) under an order for disgorgement under section 236L, to the same claimant in respect of the same contravention, up to the maximum recoverable amount. [2/2009] (3) Any defence that would be available to — ( a ) the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or ( b ) the defendant corporation if it were prosecuted under section 236B(1) or had an action brought against it under section 236C(2), is also available to the defendant corporation in an action under this section in respect of that contravention. [2/2009] (4) An action under this section must not be commenced after the expiration of 6 years from the date of completion of the contemporaneous dealing in which the loss occurred. [2/2009; 4/2017] (5) In determining whether the dealing took place contemporaneously with the contravention by the contravening person, the court is to take into account the matters set out in section 234(5). [2/2009; 4/2017] (6) In this section, “maximum recoverable amount” means — ( a ) the amount of profit that the defendant corporation gained; or ( b ) the amount of the loss that it avoided, as a result of the contravention by the contravening person, after deducting all amounts of compensation that the defendant corporation had previously been ordered by a court to pay to other claimants under this section in respect of the same contravention. [2/2009] Subdivision (2) &#x2014; Partnerships and limited liability partnerships


document_id: sfa-2001
provision_ref: s236E
chapter: PART 12 - MARKET CONDUCT
section: 236E
title:
Liability of partnership and limited liability partnership when partner, etc., commits contravention with consent or connivance

content:
236E. —(1) Where an offence of contravening any provision of this Part is proved to have been committed by a partner or employee of a partnership or a partner, manager or employee of a limited liability partnership (called in this section the contravening person) — ( a ) with the consent or connivance of the partnership or limited liability partnership; and ( b ) for the benefit of the partnership or limited liability partnership, the partnership or limited liability partnership shall be guilty of that offence as if it had committed the contravention, and every partner of that partnership, or the limited liability partnership (as the case may be) shall be liable to be proceeded against and punished accordingly. [2/2009] (2) No proceedings shall be instituted against any partner of the partnership or the limited liability partnership under subsection (1) after — ( a ) a court has made an order against the partner or limited liability partnership for the payment of a civil penalty under subsection (3); or ( b ) the partner or limited liability partnership has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5) (as that provision is applied to an action under subsection (3) by subsection (6)), in respect of the same contravention. [2/2009] (3) Where it appears to the Authority that a partnership or a limited liability partnership is liable to be punished under subsection (1) for a contravention committed by a contravening person, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the partnership or limited liability partnership to seek an order for a civil penalty in respect of that contravention as if the partnership or limited liability partnership had committed the contravention, whether or not such action is brought against the contravening person. [2/2009] (4) If the court in subsection (3) is satisfied on a balance of probabilities that the partnership or limited liability partnership is liable to be punished under subsection (1) for a contravention of any provision of this Part, the court may make an order against the partnership or limited liability partnership for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following: ( a ) 3 times — (i) the amount of the profit that the partnership or limited liability partnership gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the partnership or limited liability partnership avoided as a result of the contravention by the contravening person; ( b ) $2 million. [4/2017] (5) [ Deleted by Act 4 of 2017 ] (6) Sections 232(4) to (7) and 233 apply in relation to an action brought against a partnership or limited liability partnership under subsection (3) as they apply in relation to an action under section 232. [2/2009] (7) Any defence that would be available to — ( a ) the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or ( b ) the partnership or limited liability partnership if it were prosecuted under subsection (1) in respect of that contravention, is also available to the partnership or limited liability partnership in an action under subsection (3) in respect of that contravention. [2/2009] (8) The means by which consent or connivance of the partnership or limited liability partnership under subsection (1) or (3) may be established include proving that — ( a ) the executive partners of the partnership or limited liability partnership intentionally, knowingly or recklessly carried out the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention; ( b ) a high managerial agent of the partnership or limited liability partnership intentionally, knowingly or recklessly engaged in the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention; or ( c ) a corporate culture existed within the partnership or limited liability partnership that directed or encouraged non‑compliance with the relevant provision. [2/2009] (9) In this section — “corporate culture” means an attitude, policy, rule, course of conduct or practice existing within the partnership or limited liability partnership generally or in the part of the partnership or limited liability partnership in which the relevant activity takes place; “executive partners” means the partners exercising the executive authority of the partnership or limited liability partnership; “high managerial agent” means a partner, manager or employee of the partnership or limited liability partnership with duties of such responsibility that his or her conduct may fairly be assumed to represent the partnership or limited liability partnership’s policy. [2/2009]


document_id: sfa-2001
provision_ref: s236F
chapter: PART 12 - MARKET CONDUCT
section: 236F
title:
Civil penalty when partnership or limited liability partnership fails to prevent or detect contravention by partner, etc.

content:
236F. —(1) A partnership or limited liability partnership which fails to prevent or detect a contravention of any provision in this Part committed by a partner or employee of the partnership or a partner, manager or employee of the limited liability partnership, as the case may be (called in this section the contravening person), which contravention is — ( a ) committed for the benefit of the partnership or limited liability partnership; and ( b ) attributable to the negligence of the partnership or limited liability partnership, commits a contravention and shall be liable to an order for a civil penalty under this section. [2/2009] (2) Where it appears to the Authority that a partnership or limited liability partnership has committed a contravention under subsection (1), the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the partnership or limited liability partnership to seek an order for a civil penalty. [2/2009] (3) If the court is satisfied on a balance of probabilities that the partnership or limited liability partnership has committed a contravention under subsection (1), the court may make an order against the partnership or limited liability partnership for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following: ( a ) 3 times — (i) the amount of the profit that the partnership or limited liability partnership gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the partnership or limited liability partnership avoided as a result of the contravention by the contravening person; ( b ) $2 million. [4/2017] (4) [ Deleted by Act 4 of 2017 ] (5) Sections 232(4) to (7) and 233 apply in relation to an action brought against a partnership or limited liability partnership under subsection (2) as they apply in relation to an action under section 232. [2/2009] (6) Any defence that would be available to the contravening person if the contravening person were prosecuted for the contravening person’s contravention is also available to the partnership or limited liability partnership in an action under subsection (2) in respect of its failure to prevent or detect that contravention. [2/2009] (7) For the purposes of subsection (1), in determining whether a contravention is attributable to the negligence of a partnership or limited liability partnership, the court is to take into account the following matters: ( a ) whether the partnership or limited liability partnership has established adequate policies and procedures for the purposes of preventing and detecting market misconduct; ( b ) whether the partnership or limited liability partnership has consistently enforced compliance with its policies and procedures referred to in paragraph ( a ); ( c ) such other factors as the court may consider relevant. [2/2009]


document_id: sfa-2001
provision_ref: s236G
chapter: PART 12 - MARKET CONDUCT
section: 236G
title: Civil liability of partnership or limited liability partnership for contravention by partner, etc.
content:
236G. —(1) A defendant partnership which has gained a profit or avoided a loss as a result of the contravention of a provision in this Part by the contravening person referred to in section 236E(1) or 236F(1) is, whether or not the partners of the partnership or the limited liability partnership had been convicted or the partnership or limited liability partnership had a civil penalty imposed on it, liable to pay compensation to any person (called in this section the claimant) who — ( a ) had been dealing in capital markets products of the same description contemporaneously with the contravention by the contravening person; and ( b ) had suffered loss by reason of the difference between — (i) the price at which the capital markets products were dealt in contemporaneously with the contravention by the contravening person; and (ii) the price at which the capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing if — (A) in any case where the contravening person had acted in contravention of section 218 or 219, the information referred to in section 218(1) or 219(1) (as the case may be) had been generally available; or (B) in any other case, the contravention by the contravening person had not occurred. [2/2009; 34/2012; 4/2017] (2) The amount of compensation that the defendant partnership is liable to pay to the claimant under subsection (1) is the amount of the loss suffered by the claimant, after deducting any amount of compensation paid or payable — ( a ) by the contravening person under an order of court or an agreement to pay; or ( b ) under an order for disgorgement under section 236L, to the same claimant in respect of the same contravention, up to the maximum recoverable amount. [2/2009] (3) Any defence that would be available to — ( a ) the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or ( b ) the defendant partnership if it were prosecuted under section 236E(1) or had an action brought against it under section 236F(2), is also available to the defendant partnership in an action under this section in respect of that contravention. [2/2009] (4) An action under this section must not be commenced after the expiration of 6 years from the date of completion of the contemporaneous dealing in which the loss occurred. [2/2009; 4/2017] (5) In determining whether the dealing took place contemporaneously with the contravention by the contravening person, the court is to take into account the matters set out in section 234(5). [2/2009; 4/2017] (6) In this section, “maximum recoverable amount” means — ( a ) the amount of profit that the defendant partnership gained; or ( b ) the amount of the loss that it avoided, as a result of the contravention by the contravening person, after deducting all amounts of compensation that the defendant partnership had previously been ordered by a court to pay to other claimants under this section in respect of the same contravention. [2/2009] Subdivision (3) &#x2014; Officers, partners, etc., of entities


document_id: sfa-2001
provision_ref: s236H
chapter: PART 12 - MARKET CONDUCT
section: 236H
title: Civil penalty against officer of corporation, etc.
content:
236H. —(1) Where it appears to the Authority that a corporation, partnership, limited liability partnership or unincorporated association (called in this section the contravening person) has contravened any provision in this Part — ( a ) with the consent or connivance of a person (called in this section the defendant) who is an officer or (where its affairs are managed by its members) a member of the corporation, a partner of the partnership, a partner or manager of the limited liability partnership, or an officer of the unincorporated association (other than a partnership) or a member of its governing body, as the case may be; or ( b ) as a result of any neglect on the part of the defendant, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the defendant to seek an order for a civil penalty in respect of that contravention as if the defendant had committed the contravention, whether or not such action is brought against the contravening person. [2/2009] (2) If the court is satisfied on a balance of probabilities that the contravening person has contravened a provision in this Part with the consent or connivance of the defendant, or as a result of any neglect on the part of the defendant, the court may make an order against the defendant for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following: ( a ) 3 times — (i) the amount of the profit that the defendant gained as a result of the contravention by the contravening person; or (ii) the amount of the loss that the defendant avoided as a result of the contravention by the contravening person; ( b ) $2 million. [4/2017] (3) [ Deleted by Act 4 of 2017 ] (4) Sections 232(4) to (7) and 233 apply in relation to an action brought against a defendant under subsection (1) as they apply in relation to an action under section 232. [2/2009] (5) Any defence that would be available to — ( a ) the contravening person if it were prosecuted for its contravention; or ( b ) the defendant if he or she were prosecuted under section 331 in respect of that contravention, is also available to the defendant in an action under subsection (1) in respect of that contravention. [2/2009]


document_id: sfa-2001
provision_ref: s236I
chapter: PART 12 - MARKET CONDUCT
section: 236I
title: Civil liability of officer of corporation, etc.
content:
236I. —(1) A defendant who has gained a profit or avoided a loss as a result of the contravention of a provision in this Part by a contravening person referred to in section 236H(1) is, whether or not the defendant had been convicted under section 331 or had a civil penalty imposed on the defendant under section 236H, liable to pay compensation to any person (called in this section the claimant) who — ( a ) had been dealing in capital markets products of the same description contemporaneously with the contravention by the contravening person; and ( b ) had suffered loss by reason of the difference between — (i) the price at which the capital markets products were dealt in contemporaneously with the contravention by the contravening person; and (ii) the price at which the capital markets products would have been likely to have been so dealt in at the time of the contemporaneous dealing if — (A) in any case where the contravening person had acted in contravention of section 218 or 219, the information referred to in section 218(1) or 219(1) (as the case may be) had been generally available; or (B) in any other case, the contravention by the contravening person had not occurred. [2/2009; 34/2012; 4/2017] (2) The amount of compensation that the defendant is liable to pay to the claimant is the amount of the loss suffered by the claimant, after deducting any amount of compensation paid or payable –– ( a ) by the contravening person under an order of court or an agreement to pay; or ( b ) under an order for disgorgement under section 236L, to the same claimant in respect of the same contravention, up to the maximum recoverable amount. [2/2009] (3) Any defence that would be available to — ( a ) the contravening person if it were prosecuted for its contravention; or ( b ) the defendant if he or she were prosecuted under section 331 in respect of that contravention, is also available to the defendant in an action under this section in respect of that contravention. [2/2009] (4) An action under this section must not be commenced after the expiration of 6 years from the date of completion of the contemporaneous dealing in which the loss occurred. [2/2009; 4/2017] (5) In determining whether a dealing in capital markets products took place contemporaneously with the contravention by the contravening person, the court is to take into account the matters referred to in section 234(5)( a ) to ( e ). [2/2009; 4/2017] (6) In this section, “maximum recoverable amount” means — ( a ) the amount of the profit that the defendant gained; or ( b ) the amount of the loss that the defendant avoided, as a result of the contravention by the contravening person, after deducting all amounts of compensation that the defendant had previously been ordered by a court to pay to other claimants under this section in respect of the same contravention. [2/2009] Subdivision (4) &#x2014; General


document_id: sfa-2001
provision_ref: s236J
chapter: PART 12 - MARKET CONDUCT
section: 236J
title: Actions not to commence or stayed in certain situations
content:
236J. —(1) Except with the permission of court, no action may be brought against — ( a ) a defendant corporation under section 236B, 236C or 236D; ( b ) a defendant partnership (including, in the case of a partnership, any of the partners) under section 236E, 236F or 236G; or ( c ) a defendant under section 236H or 236I, which relates to a contravention of a provision in this Part (called in this section the primary contravention) by a contravening person referred to in section 236B(1) or 236C(1) (in relation to the defendant corporation), 236E(1) or 236F(1) (in relation to the defendant partnership) or 236H(1) (in relation to the defendant), as the case may be, after the commencement of — ( d ) criminal proceedings in respect of the primary contravention against the contravening person; or ( e ) an action under section 232 in respect of the primary contravention against the contravening person, and any such action in paragraph ( a ), ( b ) or ( c ) pending on the date of commencement of the proceedings or action in paragraph ( d ) or ( e ) must be stayed, and may not thereafter be continued except with the permission of court. [2/2009] [Act 25 of 2021 wef 01/04/2022] (2) Permission under subsection (1) may not be granted if — ( a ) in the criminal proceedings referred to in subsection (1)( d ), the contravening person has been acquitted of the primary contravention; or ( b ) in the action under section 232 referred to in subsection (1)( e ), the court is not satisfied that the contravening person has committed the primary contravention. [2/2009] [Act 25 of 2021 wef 01/04/2022] (3) Except with the permission of court, no action under section 236D, 236G or 236I may be brought against the defendant corporation, defendant partnership or defendant in respect of a primary contravention after the commencement of — ( a ) criminal proceedings against the defendant corporation under section 236B(1), the defendant partnership (including, in the case of a partnership, any of the partners) under section 236E(1) or the defendant under section 331 in respect of the same contravention; ( b ) an action against the defendant corporation under section 236B(3), the defendant partnership under section 236E(3) or the defendant under section 236H in respect of the same contravention; or ( c ) an action against the defendant corporation under section 236C(2) or the defendant partnership under section 236F(2) in respect of the failure to prevent or detect that contravention, and any such action under section 236D, 236G or 236I (as the case may be) pending on the date of commencement of the proceedings or action in paragraph ( a ), ( b ) or ( c ) must be stayed, and may not thereafter be continued except with the permission of court. [2/2009] [Act 25 of 2021 wef 01/04/2022] (4) Permission under subsection (3) may not be granted if a date has been fixed by a court under section 236K for the filing of claims, and in that event the claimant to the proposed action or the action that has been stayed (as the case may be) must comply with such directions relating to the filing and proof of the claimant’s claim under section 236K as that court may issue in the claimant’s case. [2/2009] [Act 25 of 2021 wef 01/04/2022]


document_id: sfa-2001
provision_ref: s236K
chapter: PART 12 - MARKET CONDUCT
section: 236K
title: Civil liability in event of conviction or civil penalty
content:
236K. —(1) Despite section 236D, 236G or 236I, where a defendant corporation, defendant partnership (including, in the case of a partnership, any of the partners) or defendant — ( a ) has been convicted of an offence under this Division; or ( b ) has had an order for the payment of civil penalty made against it, him or her under this Division, other than by way of a default judgment or a consent order made with or without admission of contravention, and has gained a profit or avoided a loss as a result of the contravention by the contravening person referred to in section 236B(1), 236C(1), 236E(1), 236F(1) or 236H(1) (as the case may be) the court which convicted or made the order for a civil penalty against the defendant corporation, defendant partnership (or any of the partners thereof) or defendant may, after the conviction or the order imposing the civil penalty has been made final, fix a date on or before which all claimants have to file and prove their claims against the defendant corporation, defendant partnership or defendant (as the case may be) for compensation in respect of that contravention. [2/2009] (2) Section 236(2) to (5) applies, with the necessary modifications, to an action under subsection (1), and in such application — ( a ) any reference to the contravening person is to be read as the defendant corporation, the defendant partnership or the defendant in subsection (1); and ( b ) the reference to an action under section 234 is to be read as an action under section 236D (in relation to the defendant corporation), 236G (in relation to the defendant partnership) or 236I (in relation to the defendant), as the case may be. [2/2009] (3) In this section, “claimant” means any person who would qualify as a claimant to bring an action against the defendant corporation, defendant partnership or defendant under section 236D, 236G or 236I, as the case may be. [2/2009]


document_id: sfa-2001
provision_ref: s236L
chapter: PART 12 - MARKET CONDUCT
section: 236L
title: Order for disgorgement against third party
content:
236L. —(1) Without affecting any action under section 234, 236, 236D, 236G, 236I or 236K, where — ( a ) a person has been convicted by a court of an offence in respect of a contravention of any provision in this Part; ( b ) a person has had an order for the payment of a civil penalty made against the person under section 232 or any of the provisions in this Division by a court, other than by way of a default judgment or a consent order made with or without admission of contravention, in respect of a contravention of any provision in this Part; or ( c ) in an action commenced under this section, a court is satisfied on a balance of probabilities that a contravention by a person of any provision in this Part has occurred, the court may, on the application of the Authority or any claimant, make an order against any other person (called in this section a third party) who has received the whole or any part of the benefit of that contravention for disgorgement of that benefit, being benefit derived from trades carried out for the third party by the person referred to in paragraph ( a ), ( b ) or ( c ). [2/2009] (2) The court must issue a notice to a third party against whom an application for an order for disgorgement under subsection (1) is made, giving the third party an opportunity to show cause, within such time as may be specified in the notice, why the order should not be made. [2/2009] (3) An application for an order for disgorgement under subsection (1) must not be commenced after the expiration of 6 years from the date on which the contravention referred to in that subsection was committed. [2/2009] (4) The court is not to make an order for disgorgement against a third party, or is not to order disgorgement of the entire benefit derived by the third party, if the court is satisfied, on a balance of probabilities, that — ( a ) the third party acquired the benefit without knowing, and in circumstances such as not to arouse a reasonable suspicion, that the benefit was derived from the contravention referred to in subsection (1); and ( b ) the third party has so altered the third party’s position in reliance on the third party having an indefeasible interest in the benefit that, in the opinion of the court, it would be inequitable to make the order for disgorgement or to order disgorgement of the entire benefit derived by the third party, as the case may be. [2/2009] (5) Despite subsection (4), the court may make an order for disgorgement against a third party referred to in subsection (4) of a sum that is, in the opinion of the court, equitable. [2/2009] (6) The court may, after the order for disgorgement has been made final, fix a date, not earlier than 6 months from the date the order for disgorgement has been made final, on or before which all claimants have to file and prove their claims for compensation in respect of the contravention referred to in subsection (1). [2/2009] (7) The court may, after the expiry of the date fixed under subsection (6), order that each claimant who has filed and proven the claimant’s claim for compensation be paid out of the sum under the final order for disgorgement, an amount — ( a ) equal to the amount of loss suffered by the claimant, after deducting any other compensation paid or payable to the same claimant under an order of court or an agreement to pay in respect of the same contravention; or ( b ) equal to the pro‑rated portion of the sum under the final order for disgorgement, calculated according to the relationship which the amount referred to in paragraph ( a ) bears to all amounts proved to the court, whichever is the lesser. [2/2009] (8) Any sum remaining under the order for disgorgement must be paid into the Consolidated Fund and is to be treated as a debt due to the Government for the purposes of section 10 of the Government Proceedings Act 1956. [2/2009; 4/2017] (9) If the third party fails to pay the sums under the order for disgorgement within the time specified in the court order under subsection (7) –– ( a ) each claimant may recover the sum due to the claimant under the order for disgorgement as though it were a judgment debt due to the claimant; and ( b ) the remaining sum under the order for disgorgement may be recovered by the Authority as though it were a judgment debt due to the Authority and paid into the Consolidated Fund. [2/2009] (10) After the expiry of the date fixed under subsection (6), no person may make any subsequent application under this section for an order for disgorgement against the third party in respect of the same contravention. [2/2009] (11) For the purposes of this section, an order for disgorgement is made final if — ( a ) the order is not set aside on appeal or revision or is varied only as to the sum to be disgorged; ( b ) the order is not subject to further appeal; ( c ) no notice of appeal against the order is lodged within the time prescribed by Rules of Court; or ( d ) any appeal against the order is withdrawn. [2/2009] (12) In this section — “benefit”, in relation to a contravention of any provision in this Part, means a profit gained or loss avoided as a result of that contravention; “claimant”, in relation to a contravention of any provision in this Part, means any person who would qualify as a claimant under section 234 in respect of that contravention. [2/2009] Division 6 &#x2014; Miscellaneous [2/2009]


document_id: sfa-2001
provision_ref: s237
chapter: PART 12 - MARKET CONDUCT
section: 237
title: Jurisdiction of District Court
content:
237. A District Court has jurisdiction to hear and determine any action or application under Division 4 or 5 regardless of the monetary amount. [34/2012]


document_id: sfa-2001
provision_ref: s238
chapter: PART 12 - MARKET CONDUCT
section: 238
title: Rules of Court
content:
238. —(1) Rules of Court may be made — ( a ) to regulate and prescribe the procedure and practice to be followed in respect of proceedings under Divisions 4 and 5; and ( b ) to provide for costs and fees of such proceedings, and for regulating any matter relating to the costs of such proceedings. [2/2009; 34/2012] (2) Without limiting subsection (1), Rules of Court may, in relation to proceedings under sections 236, 236K and 236L — ( a ) provide for the advertisement of a notice for the filing and proof of claims under those sections; ( b ) prescribe the procedure for the filing, proof and hearing of those claims; and ( c ) provide for the payment of the costs and fees of an action that has been stayed under section 235(2) or 236J. [2/2009]


document_id: sfa-2001
provision_ref: s239
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239
title: Preliminary provisions
content:
239. —(1) In this Division — “borrowing entity” means an entity that is or will be under a liability (whether or not such liability is present or future) to repay any money received by it in response to an invitation to subscribe for or purchase debentures of the entity; “control”, in relation to an entity, means the capacity of a person to determine the outcome of decisions on the financial and operating policies of the entity, having regard to — ( a ) the influence which the person can, in practice, exert on the entity (as opposed to the rights which the person can exercise in the entity); and ( b ) any practice or pattern of behaviour of the person affecting the financial or operating policies of the entity (even if such practice or pattern of behaviour involves a breach of an agreement or a breach of trust), but does not include any capacity of a person to influence decisions on the financial and operating policies of the entity if such influence is required by law or under any contract or order of court to be exercised for the benefit of other persons; “dealing in capital markets products”, in respect of capital markets products that are securities or securities‑based derivatives contracts, means (whether as principal or agent) — ( a ) making or offering to make with any person; or ( b ) inducing or attempting to induce any person to enter into or to offer to enter into, any agreement for or with a view to acquiring, disposing of, subscribing for, entering into, effecting, arranging or underwriting any securities or securities‑based derivatives contracts; “debenture issuance programme” means any scheme or arrangement by an entity for the issue of debentures or units of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently; “expert” has the meaning given by section 4(1) of the Companies Act 1967; “guarantor entity”, in relation to a borrowing entity, means an entity that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing entity in response to an invitation to subscribe for or purchase debentures of the borrowing entity; “immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister; “issuer” means — ( a ) in relation to an offer of securities or securities‑based derivatives contracts (other than units or derivatives of units in a business trust), the entity that issues or will be issuing the securities or securities‑based derivatives contracts being offered; ( b ) in relation to an offer of units in a business trust, the trustee‑manager of the business trust in its capacity as the trustee that issues or will be issuing the units; and ( c ) in relation to an offer of derivatives of units in a business trust, the trustee‑manager of the business trust in its capacity as the trustee, or any other entity that issues or will be issuing the derivatives of units; “minimum subscription”, in relation to any securities or securities‑based derivatives contracts offered for subscription, means the amount stated in the prospectus relating to the offer as the minimum amount which must be raised by the issue of the securities or securities‑based derivatives contracts so offered, failing which no securities or securities‑based derivatives contracts will be allotted or issued; “preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, securities or securities‑based derivatives contracts to be issued or sold and which contains the information required to be included in a prospectus under section 243, except for such information as the Authority may prescribe; “product highlights sheet” means a product highlights sheet referred to in section 240AA(1); “profile statement” means a profile statement referred to in section 240(4); “promoter”, in relation to a prospectus issued by or in connection with an entity or a business trust, means a promoter of the entity or business trust (as the case may be) who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of the person acting in a professional capacity; “prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of securities or securities‑based derivatives contracts, and includes any document deemed to be a prospectus under section 257, but does not include — ( a ) a profile statement; ( b ) any material, advertisement or publication which is authorised by section 251 (other than subsection (5)); or ( c ) a product highlights sheet; “recognised securities exchange” means a corporation which has been declared by the Authority, by order in the Gazette , to be a recognised securities exchange for the purposes of this Division; “related party” means — ( a ) in relation to an entity — (i) a director or an equivalent person of the entity; (ii) the chief executive officer or equivalent person of the entity; (iii) a person who controls the entity; (iv) a related corporation; (v) any other entity controlled by it; (vi) any other entity controlled by the person referred to in sub‑paragraph (iii); and (vii) a related party of any individual referred to in sub‑paragraph (i), (ii) or (iii); and ( b ) in relation to an individual — (i) his or her immediate family; (ii) a trustee of any trust of which the individual or any member of the individual’s immediate family is — (A) a beneficiary; or (B) where the trust is a discretionary trust, a discretionary object, when the trustee acts in that capacity; and (iii) any corporation in which the individual and his or her immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares; “replacement document” means a replacement prospectus or a replacement profile statement referred to in section 241(1), as the case may be; “statutory meeting” has the meaning given by section 4(1) of the Companies Act 1967; “supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 241(1), as the case may be; “trust deed” has the same meaning as “deed” in section 2 of the Business Trusts Act 2004; “trust property” has the meaning given by section 2 of the Business Trusts Act 2004; “underlying entity”, in relation to an offer of units of shares or debentures, means the entity the shares or debentures of which are the subject of the offer; “unit”, in relation to a share or debenture, means any right or interest, whether legal or equitable, in the share or debenture, by whatever name called, and includes any option to acquire any such right or interest in the share or debenture. [2/2009; 34/2012; 4/2017] (2) For the purposes of this Division, a statement is deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. (3) For the purposes of this Division — ( a ) any invitation to a person to deposit money with or to lend money to an entity is deemed to be an offer of debentures of the entity; and ( b ) any document that is issued or intended or required to be issued by an entity acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the entity in respect of any money that is or may be deposited with or lent to the entity in response to such an invitation is deemed to be a debenture. (3A) Despite subsection (3) — ( a ) any invitation to a person by a prescribed entity to make a deposit with the prescribed entity is not an offer of debentures; and ( b ) the following documents issued or intended or required to be issued by a prescribed entity are not debentures: (i) any certificate of deposit; (ii) any other document acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the prescribed entity in respect of any deposit that is or may be made with the prescribed entity. (4) In subsections (3A) and (5) — “deposit” has the meaning given by section 4B(4) of the Banking Act 1970; “prescribed entity” means — ( a ) any bank licensed under the Banking Act 1970; or ( b ) any entity or any entity of a class which has been declared by the Authority, by order in the Gazette , to be a prescribed entity for the purposes of this subsection. (4A) For the purposes of this Division, references to a debenture includes a debenture, or a unit of debenture, issued by a trustee of a trust on behalf of the trust. [4/2017] (5) The Authority may, by written notice — ( a ) impose such conditions or restrictions on a prescribed entity as it thinks fit; and ( b ) at any time vary or revoke any condition or restriction so imposed, and the prescribed entity must comply with every such condition or restriction imposed on it by the Authority that has not been revoked by the Authority. (5A) Any person who contravenes any condition or restriction imposed under subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (6) For the purposes of this Division, a person makes an offer of any securities or securities‑based derivatives contracts if, and only if, as principal — ( a ) the person makes (either personally or by an agent) an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of those securities or securities‑based derivatives contracts by the firstmentioned person or another person with whom the firstmentioned person has made arrangements for that issue or sale; or ( b ) the person invites (either personally or by an agent) any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of those securities or securities‑based derivatives contracts by the firstmentioned person or another person with whom the firstmentioned person has made arrangements for that issue or sale. [4/2017] (7) In subsection (6), “sale” includes any disposal for valuable consideration. (8) This Division applies only in relation to offers of securities or securities‑based derivatives contracts made on or after 1 July 2002. [4/2017]


document_id: sfa-2001
provision_ref: s239A
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239A
title: Authority may disapply this Division to certain offers
content:
239A. —(1) Despite any provision to the contrary in this Division, where — ( a ) an offer of securities or securities‑based derivatives contracts is one to which (but for this section) both this Division and Division 2 apply; and ( b ) the Authority has by order in the Gazette declared that this Division does not apply to that offer or a class of offers to which that offer belongs, then this Division does not apply to that offer. [4/2017] (2) This Division does not apply to an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, where — ( a ) the business trust is also a collective investment scheme that has been authorised under section 286 or recognised under section 287; or ( b ) the business trust is also a collective investment scheme and the offer is made in reliance on an exemption under Subdivision (4) of Division 2. [4/2017]


document_id: sfa-2001
provision_ref: s239B
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239B
title: Modification of provisions to certain offers
content:
239B. The Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by regulations modify or adapt the provisions of this Division in their application to such offer of securities or securities‑based derivatives contracts as may be prescribed, and the provisions of this Division apply to such offer subject to such modifications or adaptations. [2/2009; 4/2017] Subdivision (1A) &#x2014; Offers of units in and recognition of
business trusts


document_id: sfa-2001
provision_ref: s239C
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239C
title: Requirement for registration or recognition
content:
239C. —(1) A person must not make an offer of units or derivatives of units in a business trust unless the business trust is a registered business trust or a recognised business trust. [4/2017] (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s239D
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239D
title: Power of Authority to recognise business trusts constituted outside Singapore
content:
239D. —(1) The Authority may, upon an application made to it in such form and manner as may be prescribed and subject to subsection (2), recognise a business trust constituted outside Singapore. [4/2017] (2) The Authority may recognise a business trust under subsection (1) if and only if the Authority is satisfied that — ( a ) the laws and practices of the jurisdiction under which the business trust is constituted and regulated affords to investors in Singapore protection at least equivalent to that provided to them under the Business Trusts Act 2004 in the case of registered business trusts; ( b ) the business trust satisfies such criteria as may be prescribed by regulations made under section 341; and ( c ) the person making the offer of, or the issuer of, units or derivatives of units in the business trust, or the trustee‑manager of the business trust, satisfies such criteria as may be prescribed by regulations made under section 341. [4/2017] (3) Without affecting subsection (2), in considering whether to recognise a business trust under subsection (1), the Authority may have regard to such other factors as may be prescribed. [4/2017] (4) Without affecting subsection (2), the Authority may refuse to recognise any business trust where it appears to the Authority that it is not in the public interest to do so. [4/2017] (5) The Authority must not refuse to recognise a business trust under subsection (1) without giving the person who made the application an opportunity to be heard, except that an opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to recognise the business trust on the basis of any of the following circumstances: ( a ) the person making the offer (being an entity), the issuer or the trustee‑manager of the business trust or the business trust itself is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere; ( c ) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of — (i) any property of the person making the offer (being an entity) or the issuer; (ii) any property of the trustee‑manager of the business trust; or (iii) the trust property of the business trust. [4/2017] (6) Any person making an application under subsection (1) may, within 30 days after the person is notified that the Authority has refused to recognise that business trust constituted outside Singapore, appeal to the Minister whose decision is final. [4/2017] (7) An application made under subsection (1) must be accompanied by such information or record as the Authority may require. [4/2017] (8) The Authority may publish for public information, in such manner as it considers appropriate, particulars of any business trust that is recognised under subsection (1). [4/2017] (9) While a business trust remains a recognised business trust, each of the following persons must ensure that the criteria prescribed by regulations made under section 341 in accordance with subsection (2)( b ) and ( c ) which are applicable to the person continue to be satisfied: ( a ) a person making an offer of units or derivatives of units in the trust; ( b ) an issuer of units or derivatives of units in the trust; ( c ) the trustee‑manager of the trust. [4/2017] (10) The trustee‑manager of a recognised business trust must provide such information or record regarding the business trust as the Authority may, at any time, require for the proper administration of this Act. [4/2017] (11) Any person who contravenes subsection (9) or (10) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s239E
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239E
title: Power of Authority to impose conditions or restrictions
content:
239E. —(1) The Authority may recognise a business trust under section 239D(1) subject to such conditions or restrictions as it thinks fit to impose on any of the following persons for the purpose of protecting investors of the business trust: ( a ) the trustee‑manager of the trust; ( b ) a person making an offer of units or derivatives of units in the trust; ( c ) an issuer of units or derivatives of units in the trust. [4/2017] (2) Each of the persons mentioned in subsection (1) must comply with the conditions or restrictions applicable to the person. [4/2017] (3) The Authority may, at any time, by written notice to any of the persons mentioned in subsection (1), vary any condition or restriction or impose any further condition or restriction as the Authority thinks fit. [4/2017] (4) Any person who contravenes any condition or restriction applicable to the person under subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s239F
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 239F
title: Revocation, suspension or withdrawal of recognition
content:
239F. —(1) The Authority may revoke the recognition of a recognised business trust granted under section 239D(1) if — ( a ) the application for recognition, or any related information or record submitted to the Authority, whether at the same time as or subsequent to the application, was false or misleading in a material particular or omitted a material particular which, had it been known to the Authority at the time of submission, would have resulted in the Authority not granting the recognition; ( b ) the Authority is of the opinion that the continued recognition of the business trust is or will be against the public interest; ( c ) the Authority is of the opinion that the continued recognition of the business trust is or will be prejudicial to its unitholders or potential unitholders; or ( d ) there has been a contravention of section 239D(9) or (10) or a condition or restriction mentioned in section 239E(1) or (3). [4/2017] (2) Where the Authority revokes the recognition of a recognised business trust under subsection (1), the Authority may issue any directions it thinks fit to any of the following persons: ( a ) a person making an offer of units or derivatives of units in the business trust; ( b ) the issuer of units or derivatives of units in the business trust; ( c ) the trustee‑manager of the business trust, and the person must comply with such directions. [4/2017] (3) The directions mentioned in subsection (2) may include a direction that the person provides the holders of the units or derivatives of units with an option to redeem or sell back to the person their units or derivatives of units (as the case may be) on such terms as the Authority may approve. [4/2017] (4) In determining whether to issue a direction under subsection (2), the Authority must consider — ( a ) whether the trustee‑manager of the business trust is able to liquidate the property of the business trust without material adverse financial effect to the unitholders and for this purpose, the factors which the Authority may take into account include — (i) the liquidity of the property of the business trust; (ii) the penalties (if any) payable for liquidating the property; and (iii) where the units of the business trust are also listed for quotation or quoted on an overseas exchange, the potential impact which the liquidation may have on unitholders in the country or territory where the units are listed; and ( b ) where the units or derivatives of units in the business trust are listed for quotation on the official list of an approved exchange, whether the holders of the units or derivatives of units are afforded an opportunity to liquidate, sell or redeem their units or derivatives of units on reasonable terms in accordance with the requirements of the listing rules of the approved exchange. [4/2017] (5) A person who, without reasonable excuse, contravenes any of the directions issued by the Authority under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (6) Despite subsection (1), the Authority may, if it considers it desirable to do so, instead of revoking the recognition of a recognised business trust, suspend the recognition of that recognised business trust for a specific period, and may at any time remove such suspension. [4/2017] (7) Where the Authority revokes the recognition of a recognised business trust under subsection (1) or suspends the recognition of a recognised business trust under subsection (6), it must notify the trustee‑manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1). [4/2017] (8) Subject to subsection (9), the Authority may, upon a written application made to it by the trustee‑manager of the business trust or the person who made the application to the Authority for recognition of a business trust under section 239D(1), in such form and manner as may be prescribed, withdraw the recognition of that recognised business trust. [4/2017] (9) The Authority may refuse to withdraw the recognition of a recognised business trust under subsection (8) where the Authority is of the opinion that — ( a ) there is any matter concerning the recognised business trust which should be investigated before the recognition is withdrawn; or ( b ) the withdrawal of the recognition would not be in the public interest. [4/2017] (10) The Authority must not — ( a ) revoke the recognition of a recognised business trust under subsection (1) without giving the trustee‑manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1), an opportunity to be heard; ( b ) impose a direction on a person mentioned in subsection (2) without giving that person an opportunity to be heard; ( c ) suspend the recognition of a recognised business trust under subsection (6) without giving the trustee‑manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1), an opportunity to be heard; or ( d ) refuse the withdrawal of the recognition of a recognised business trust under subsection (9) without giving the person mentioned in subsection (8) an opportunity to be heard. [4/2017] (11) Despite subsection (10), an opportunity to be heard need not be given for a revocation or suspension on the ground that the continued recognition of the recognised business trust is against the public interest on the basis of any of the following circumstances: ( a ) the person making the offer (being an entity), the issuer, the trustee‑manager of the recognised business trust or the recognised business trust itself, is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere; ( c ) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of — (i) any property of the person making the offer (being an entity) or the issuer; (ii) any property of the trustee‑manager of the recognised business trust; or (iii) the trust property of the recognised business trust. [4/2017] (12) The following persons may appeal to the Minister within 30 days after being notified of the following decisions of the Authority: ( a ) where the Authority revokes the recognition of a recognised business trust under subsection (1), or suspends the recognition of a recognised business trust under subsection (6), the person or persons mentioned in subsection (7); ( b ) where the Authority has imposed a direction on a person under subsection (2), the person mentioned in subsection (2); ( c ) where the Authority refuses to withdraw the recognition of a recognised business trust under subsection (9), the person mentioned in subsection (8). [4/2017] (13) A decision of the Minister in an appeal under subsection (12) is final. [4/2017] (14) Where the Authority revokes a recognition under subsection (1), suspends a recognition under subsection (6) or withdraws a recognition under subsection (8), it may — ( a ) impose such conditions on the revocation, suspension or withdrawal (as the case may be) as it considers appropriate; and ( b ) publish notice of the revocation, suspension or withdrawal (as the case may be), and the reason for the revocation, suspension or withdrawal (as the case may be), in such manner as it considers appropriate. [4/2017] Subdivision (2) &#x2014; Prospectus requirements


document_id: sfa-2001
provision_ref: s240
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 240
title: Requirement for prospectus and profile statement, where relevant
content:
240. —(1) A person must not make an offer of securities or securities‑based derivatives contracts unless the offer — ( a ) is made in or accompanied by a prospectus in respect of the offer — (i) that is prepared in accordance with section 243; (ii) a copy of which, being one that has been signed in accordance with subsection (4A), is lodged with the Authority; and (iii) that is registered by the Authority; and ( b ) complies with such requirements as the Authority may prescribe. [4/2017] (2) A person who lodges a preliminary document with the Authority is deemed to have lodged a prospectus with the Authority. (3) A preliminary document referred to in subsection (2) must contain all information to be included in a prospectus other than such information as the Authority may prescribe. (4) Despite subsection (1), an offer of securities or securities‑based derivatives contracts may be made in or accompanied by an extract from, or an abridged version of, a prospectus (called in this section a profile statement), instead of a prospectus, if — ( a ) a prospectus in respect of such offer is prepared in accordance with section 243, and the profile statement is prepared in accordance with section 246; ( b ) a copy of the prospectus and a copy of the profile statement, each of which has been signed in accordance with subsection (4A), are lodged with the Authority, and the prospectus is lodged no later than the profile statement; ( c ) the prospectus and profile statement are registered by the Authority; ( d ) sufficient copies of the prospectus are made available for collection at the times and places specified in the profile statement; and ( e ) the offer complies with such requirements as the Authority may prescribe. [4/2017] (4A) The copy of a prospectus or profile statement lodged with the Authority must be signed — ( a ) where the person making the offer is the issuer — (i) in a case where the issuer is not the government of a State — by every director or equivalent person of the issuer and every person who is named therein as a proposed director or an equivalent person of the issuer; or (ii) in a case where the issuer is the government of a State — by an official of that government who is authorised to sign the prospectus on its behalf; ( b ) where the person making the offer is an individual and is not the issuer — (i) in a case where the issuer is not the government of a State — (A) by that person; and (B) if the issuer is controlled by that person, one or more of his or her related parties, or that person and one or more of his or her related parties — by every director or equivalent person of the issuer and every person who is named therein as a proposed director or an equivalent person of the issuer; or (ii) in a case where the issuer is the government of a State — by that person; ( c ) where the person making the offer is an entity (not being the government of a State) and is not the issuer — (i) in a case where the issuer is not the government of a State — (A) by every director or equivalent person of that entity; and (B) if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties — by every director or equivalent person of the issuer, and every person who is named therein as a proposed director or an equivalent person of the issuer; or (ii) in a case where the issuer is the government of a State — by every director or equivalent person of that entity; and ( d ) where the person making the offer is the government of a State and is not the issuer — (i) in a case where the issuer is not the government of another State — (A) by an official of the government of the State who is authorised to sign the prospectus on its behalf; and (B) if the issuer is controlled by that government, one or more of its related parties, or that government and one or more of its related parties — by every director or every equivalent person of the issuer, and every person who is named therein as a proposed director or an equivalent person of the issuer; or (ii) in a case where the issuer is the government of another State — by an official of the government of the firstmentioned State who is authorised to sign the prospectus on its behalf. (4B) A requirement under subsection (4A) for the copy of a prospectus or profile statement to be signed by a director or an equivalent person is satisfied if the copy is signed — ( a ) by that director or equivalent person; or ( b ) by a person who is authorised in writing by that director or equivalent person to sign on his or her behalf. (4C) A requirement under subsection (4A) for the copy of a prospectus or profile statement to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the copy is signed — ( a ) by that proposed director or equivalent person; or ( b ) by a person who is authorised in writing by that proposed director or equivalent person to sign on his or her behalf. (5) A person must not make any offer of securities or securities‑based derivatives contracts in respect of an entity or a business trust that has not been formed or does not exist. [4/2017] (6) [ Deleted by Act 1 of 2005 ] (7) Any person who contravenes subsection (1) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. (8) The Authority may register a prospectus or a profile statement on any day within the period prescribed by the Authority from the date of lodgment thereof with the Authority, unless — ( a ) the Authority gives to the person making the offer a notice of an opportunity to be heard under subsection (15); ( b ) the Authority gives to the person making the offer a notice of an extension, in which case the Authority may, not later than 28 days from the date of lodgment of the prospectus or profile statement — (i) register the prospectus or profile statement; or (ii) give the person making the offer a notice of an opportunity to be heard under subsection (15); ( c ) the person making the offer applies in writing to extend the period during which the prospectus or profile statement may be registered, and the Authority grants an extension as it thinks fit, in which case the Authority may, at any time up to and including the date on which the extended period ends — (i) register the prospectus or profile statement; or (ii) give the person making the offer a notice of an opportunity to be heard under subsection (15); or ( d ) the person making the offer gives a written notice to the Authority to withdraw the lodgment of the prospectus or profile statement, in which case the Authority must not register the prospectus or profile statement. [2/2009] (8A) Where, after a notice of an opportunity to be heard has been given under subsection (8)( a ), ( b )(ii) or ( c )(ii), the Authority decides not to refuse registration of the prospectus or profile statement, the Authority may proceed with the registration on such date as it considers appropriate, except that that date must not be earlier than such day from the date of lodgment of the prospectus or profile statement with the Authority as the Authority may prescribe. [2/2009] (8B) For the purposes of subsections (8) and (8A), the Authority may prescribe the same period and day for all offers or different periods and days for different offers. [2/2009] (9) Where a prospectus lodged with the Authority is a preliminary document, the Authority must not register the prospectus unless a copy of the prospectus which has been signed in accordance with subsection (4A) and which contains the information required to be stipulated in the prospectus under section 243, including such information which could be omitted from the preliminary document by virtue of subsection (3), has been lodged with the Authority. (9A) A person making an offer of securities or securities‑based derivatives contracts may lodge any amendment to a prospectus or profile statement in respect of that offer at any time before, but not after, the registration of the prospectus or profile statement by the Authority. [4/2017] (10) Subject to subsection (11) — ( a ) where any amendment to a prospectus is lodged, the prospectus and any profile statement which is lodged is deemed for the purposes of subsection (8) to have been lodged when such amendment was lodged; and ( b ) where any amendment to a profile statement is lodged, the profile statement is deemed for the purposes of subsection (8) to have been lodged when such amendment was lodged. (11) Where an amendment to a prospectus or profile statement is lodged with the consent of the Authority, the prospectus or profile statement as amended is deemed, for the purposes of subsection (8), to have been lodged when the original prospectus or profile statement was lodged with the Authority. (11A) An amendment to a prospectus or profile statement that is lodged is treated as part of the original prospectus or profile statement. (12) The Authority may, for public information, publish — ( a ) a prospectus or profile statement lodged with the Authority under this section; and ( b ) where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1), and, for the purposes of this subsection, the person making the offer must provide the Authority with a copy of the prospectus or profile statement and, where applicable, the translation in such form or medium for publication as the Authority may require. (13) The Authority must refuse to register a prospectus if — ( a ) the Authority is of the opinion that the prospectus contains a false or misleading statement; ( b ) there is an omission from the prospectus of any information that is required to be included in it under section 243; ( c ) the copy of the prospectus that is lodged with the Authority is not signed in accordance with subsection (4A); ( d ) the Authority is of the opinion that the prospectus does not comply with the requirements of this Act; ( e ) any written consent of an expert to the issue of the prospectus required under section 249, or a copy thereof which is verified as prescribed, is not lodged with the Authority; ( ea ) any written consent of an issue manager to the issue of the prospectus required under section 249A(1), or a copy thereof which is verified as prescribed, is not lodged with the Authority; ( eb ) any written consent of an underwriter to the issue of the prospectus required under section 249A(2), or a copy thereof which is verified as prescribed, is not lodged with the Authority; or ( f ) the Authority is of the opinion that it is not in the public interest to do so. (14) The Authority must refuse to register a profile statement if — ( a ) the Authority is of the opinion that the profile statement contains a false or misleading statement; ( b ) there is an omission from the profile statement of information required by section 246 to be included in it or an inclusion in the profile statement of information prohibited by that section from being included in it; ( c ) the copy of the profile statement that is lodged with the Authority is not signed in accordance with subsection (4A); ( ca ) any written consent of an expert to the issue of the profile statement required under section 249, or a copy thereof which is verified as prescribed, is not lodged with the Authority; ( cb ) any written consent of an issue manager to the issue of the profile statement required under section 249A(1), or a copy thereof which is verified as prescribed, is not lodged with the Authority; ( cc ) any written consent of an underwriter to the issue of the profile statement required under section 249A(2), or a copy thereof which is verified a


document_id: sfa-2001
provision_ref: s240AA
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 240AA
title: Requirement for product highlights sheet, where relevant
content:
240AA. —(1) A person must not make an offer of any relevant securities or securities‑based derivatives contracts, being an offer that is made in or accompanied by a prospectus or profile statement that complies with section 240, unless the prospectus or profile statement is accompanied by a product highlights sheet in respect of the offer — ( a ) that complies with such requirements as the Authority may prescribe by regulations made under section 341; and ( b ) a copy of which is lodged with the Authority. [34/2012; 4/2017] (2) A person must not publish or disseminate, whether in Singapore or elsewhere, any document relating to any offer or intended offer of any relevant securities or securities‑based derivatives contracts, being an offer that is, or an intended offer that will be, made in or accompanied by a prospectus or profile statement that complies with section 240, if the document resembles or may otherwise be confused with a product highlights sheet, unless the person is required to do so — ( a ) under any written law or rule of law, or by any court, in Singapore; ( b ) under the laws and practices of, or by any court in, any foreign jurisdiction; or ( c ) by any listing rules or other requirements of any approved exchange or overseas exchange. [34/2012; 4/2017] (3) The Authority may, for public information, publish — ( a ) a product highlights sheet lodged with the Authority under this section; and ( b ) where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1). [34/2012] (4) Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [34/2012] (5) In this section — “asset‑backed securities” has the meaning given by section 262(3); “relevant securities or securities‑based derivatives contracts” means — ( a ) asset‑backed securities; ( b ) structured notes; or ( c ) such other securities or securities‑based derivatives contracts as the Authority may prescribe by regulations made under section 341; “single purpose vehicle” means an entity that is established solely in order to, or a trust that is established solely in order for its trustee to, do either or both of the following: ( a ) act as counterparty to arrangements which involve the use of derivatives to create exposure to assets from which payments to holders of any structured notes are or will be primarily derived; ( b ) issue any structured notes; “specified financial institution” means — ( a ) any bank licensed under the Banking Act 1970; or ( b ) any entity that is, or that belongs to a class of entities that is, specified by the Authority, by notification in the Gazette , to be an entity, or a class of entities, for the purposes of this definition; “structured notes” means any type of debentures or units of debentures — ( a ) which is issued — (i) in relation to — (A) a synthetic securitisation transaction; or (B) such other arrangement or transaction as the Authority may prescribe by regulations made under section 341; or (ii) by a specified financial institution; and ( b ) for which — (i) the principal sum or any interest is, or both are, payable; (ii) such other sum or sums as the Authority may prescribe by regulations made under section 341, is or are payable; (iii) one or more underlying assets, being securities or securities‑based derivatives contracts, equity interests, commodities, currencies or such other assets as the Authority may prescribe by regulations made under section 341, are to be physically delivered; or (iv) 2 or more of sub‑paragraphs (i), (ii) and (iii) apply, in accordance with a formula based on one or more of the following: (v) the performance of any type of securities or securities‑based derivatives contracts, equity interest, commodity or index, or of a basket of 2 or more types of securities or securities‑based derivatives contracts, equity interests, commodities or indices; (vi) the credit risk or performance of any entity or a basket of entities; (vii) the movement of interest rates or currency exchange rates; (viii) such other variables as the Authority may prescribe by regulations made under section 341; “synthetic securitisation transaction” means an arrangement involving the use of derivatives to create or replicate exposure to assets that are not transferred to, or are not a part of an asset pool held by, a single purpose vehicle. [34/2012; 4/2017]


document_id: sfa-2001
provision_ref: s240AB
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 240AB
title: Exemption from requirement for product highlights sheet
content:
240AB. —(1) Despite section 337(1), the Authority may, by regulations made under section 341, exempt any person or class of persons from all or any of the requirements in section 240AA, subject to such conditions or restrictions as the Authority may specify. [4/2017] (2) The Authority may, by written notice, exempt any person from all or any of the requirements in section 240AA, subject to such conditions or restrictions as the Authority may specify by written notice. [4/2017] (3) The Authority may at any time add to, vary or revoke any condition or restriction imposed under subsection (1) or (2). [4/2017] (4) It is not necessary to publish any exemption granted under subsection (2) in the Gazette . [4/2017] (5) Any person who contravenes any condition or restriction imposed under subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s240A
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 240A
title: Debenture issuance programme
content:
240A. —(1) A prospectus for every offer of debentures or units of debentures that is part of a debenture issuance programme must comprise — ( a ) a base prospectus applicable to every offer under the debenture issuance programme; and ( b ) a pricing statement applicable to that particular offer. (2) A profile statement for every offer of debentures or units of debentures that is part of a debenture issuance programme must comprise — ( a ) an extract from, or an abridged version of, a base prospectus referred to in subsection (1)( a ) (called in this section a base profile statement); and ( b ) a pricing statement applicable to that particular offer. (3) In respect of an offer referred to in subsection (1), the requirements of section 240(1)( a )(ii) and (iii) are satisfied if a copy of the base prospectus and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document. (4) In respect of an offer referred to in subsection (2), the requirements of section 240(4)( b ) and ( c ) are satisfied if a copy of the base profile statement and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document. (5) To avoid doubt, where the base prospectus or base profile statement in relation to a debenture issuance programme has been lodged with and registered by the Authority, it is treated as having been lodged with and registered by the Authority in respect of every offer under that programme. (6) For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (1), a reference to a prospectus is, unless the context otherwise requires or the Authority has prescribed otherwise, to be read as a reference to both the base prospectus and the pricing statement. (7) For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (2), a reference to a profile statement is, unless the context otherwise requires or the Authority has prescribed otherwise, to be read as a reference to both the base profile statement and the pricing statement. (8) The Authority may, by regulations, prescribe how the provisions of this Subdivision apply to an offer referred to in subsection (1) or (2). (9) To avoid doubt, a pricing statement may be registered by the Authority at any time after its lodgment with the Authority.


document_id: sfa-2001
provision_ref: s241
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 241
title: Lodging supplementary document or replacement document
content:
241. —(1) If, after a prospectus or profile statement is registered but before the close of the offer of securities or securities‑based derivatives contracts, the person making that offer becomes aware of — ( a ) a false or misleading statement in the prospectus or profile statement; ( b ) an omission from the prospectus of any information that should have been included in it under section 243, or an omission from the profile statement of any information that should have been included in it under section 246, as the case may be; or ( c ) a new circumstance that — (i) has arisen since the prospectus or profile statement was lodged with the Authority; and (ii) would have been required by — (A) section 243 to be included in the prospectus; or (B) section 246 to be included in the profile statement, if it had arisen before the prospectus or the profile statement (as the case may be) was lodged, and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement prospectus, or a supplementary or replacement profile statement (called in this section a supplementary or replacement document, as the case may be), with the Authority. [4/2017] (1A) If, after a base prospectus or a base profile statement referred to in section 240A is registered but before the expiration of 24 months from the registration of the base prospectus by the Authority, the person making that offer intends to update any information or include any new information in the base prospectus or base profile statement, the person may lodge a supplementary or replacement document with the Authority, provided that no offer to which the base prospectus or base profile statement relates is subsisting at the time of the lodgment. (1B) Subsections (7) to (16) do not apply to a supplementary or replacement document which is lodged under subsection (1A). (1C) For the purposes of subsection (1A), an offer is not treated as subsisting if — ( a ) a pricing statement in respect of the offer of debentures or units of debentures has not been registered by the Authority under section 240A; or ( b ) a pricing statement in respect of the offer of debentures or units of debentures has been registered by the Authority under section 240A, and — (i) the offer has closed with no application to subscribe for or purchase the debentures or units of debentures having been received or accepted; or (ii) one or more applications to subscribe for or purchase the debentures or units of debentures have been received or accepted, and — (A) in a case where the debentures or units of debentures are or will be listed for quotation on an approved exchange, trading in them has commenced; or (B) in any other case, all of those debentures or units of debentures have been issued or sold. [4/2017] (2) At the beginning of a supplementary document, there must be — ( a ) a statement that it is a supplementary prospectus or a supplementary profile statement, as the case may be; ( b ) an identification of the prospectus or profile statement it supplements; ( c ) an identification of any previous supplementary document lodged with the Authority in relation to the offer; and ( d ) a statement that it is to be read together with the prospectus or profile statement it supplements and any previous supplementary document in relation to the offer. (3) At the beginning of a replacement document, there must be — ( a ) a statement that it is a replacement prospectus or a replacement profile statement, as the case may be; and ( b ) an identification of the prospectus or profile statement it replaces. (4) The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority. (5) The person making the offer must take reasonable steps — ( a ) to inform potential investors of the lodgment of any supplementary or replacement document under subsection (1) or (1A); and ( b ) to make available to them the supplementary document or replacement document. (6) For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document — ( a ) where the supplementary document is a supplementary prospectus, the prospectus in relation to the offer is taken to be the original prospectus together with the supplementary prospectus and any previous supplementary prospectus in relation to the offer; and ( b ) where the supplementary document is a supplementary profile statement, the profile statement in relation to the offer is taken to be the original profile statement together with the supplementary profile statement and any previous supplementary profile statement in relation to the offer. (6A) [ Deleted by Act 1 of 2005 ] (6B) For the purposes of the application of this Division to events that occur after the lodgment of the replacement document — ( a ) where the replacement document is a replacement prospectus, the prospectus in relation to the offer is taken to be the replacement prospectus; and ( b ) where the replacement document is a replacement profile statement, the profile statement in relation to the offer is taken to be the replacement profile statement. (7) If a supplementary document or replacement document is lodged with the Authority, the offer must be kept open for at least 14 days after the lodgment of the supplementary document or replacement document. (8) Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to subscribe for securities or securities‑based derivatives contracts, then — ( a ) where the securities or securities‑based derivatives contracts have not been issued to the applicants, the person making the offer — (i) must — (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; and (B) take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document; (ii) must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; or (iii) must — (A) treat the applications as withdrawn and cancelled, in which case the applications are deemed to have been withdrawn and cancelled; and (B) within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities‑based derivatives contracts; or ( b ) where the securities or securities‑based derivatives contracts have been issued to the applicants, the person making the offer — (i) must — (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to return, to the person making the offer, those securities or securities‑based derivatives contracts which they do not wish to retain title in; and (B) take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document; (ii) must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to return, to the person making the offer, those securities or securities‑based derivatives contracts which they do not wish to retain title in; or (iii) must — (A) treat the issue of the securities or securities‑based derivatives contracts as void, in which case the issue is deemed void; and (B) within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts. [4/2017] (9) Subsections (8)( b ) and (11) have effect despite sections 76 and 76A, and Division 3A of Part 4, of the Companies Act 1967. (10) An applicant who wishes to exercise the applicant’s option under subsection (8)( a )(i) or (ii) to withdraw the applicant’s application must, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, upon which that person must, within 7 days from the receipt of such notification, pay to the applicant all moneys paid by the applicant on account of the applicant’s application for the securities or securities‑based derivatives contracts. [4/2017] (11) An applicant who wishes to exercise the applicant’s option under subsection (8)( b )(i) or (ii) to return securities or securities‑based derivatives contracts issued to the applicant must, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents (if any) purporting to be evidence of title to those securities or securities‑based derivatives contracts to that person, upon which that person must, within 7 days from the receipt of such notification and documents (if any) pay to the applicant all moneys paid by the applicant for the securities or securities‑based derivatives contracts, and the issue of those securities or securities‑based derivatives contracts is deemed to be void. [4/2017] (12) Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to purchase securities or securities‑based derivatives contracts, then — ( a ) where the securities or securities‑based derivatives contracts have not been transferred to the applicants, the person making the offer — (i) must — (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; and (B) take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document; (ii) must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; or (iii) must — (A) treat the applications as withdrawn and cancelled, in which case the applications are deemed to have been withdrawn and cancelled; and (B) within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the 


document_id: sfa-2001
provision_ref: s242
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 242
title: Stop order for prospectus and profile statement
content:
242. —(1) If a prospectus has been registered and — ( a ) the Authority is of the opinion that the prospectus contains a false or misleading statement; ( b ) there is an omission from the prospectus of any information that is required to be included in it under section 243; ( c ) the Authority is of the opinion that the prospectus does not comply with the requirements of this Act; or ( d ) the Authority is of the opinion that it is in the public interest to do so, the Authority may by a written order (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the prospectus relates direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold. [4/2017] (2) If a profile statement has been registered and — ( a ) the Authority is of the opinion that the profile statement contains a false or misleading statement; ( b ) there is an omission from the profile statement of any information that is required to be included in it under section 246; ( c ) the Authority is of the opinion that the profile statement does not comply with the requirements of this Act; or ( d ) the Authority is of the opinion that it is in the public interest to do so, the Authority may by a written order (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the profile statement relates direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold. [4/2017] (3) Despite subsections (1) and (2), the Authority must not serve a stop order if any of the securities or securities‑based derivatives contracts to which the prospectus or profile statement relates has been issued or sold, and listed for quotation on an approved exchange and trading in them has commenced. [4/2017] (4) The Authority must not serve a stop order under subsection (1) or (2) without giving the person making the offer an opportunity to be heard, except that an opportunity to be heard need not be given if the stop order is served on the ground that it is in the public interest to do so on the basis of any of the following circumstances: ( a ) the person making the offer (being an entity), the issuer or the trustee‑manager of the business trust or, where applicable, the underlying entity or the business trust is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( aa ) the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of — (i) any property of the person making the offer (being an entity), the issuer or, where applicable, the underlying entity; (ii) any property of the trustee‑manager of the business trust; or (iii) the trust property of the business trust. [4/2017] (5) Where applications to subscribe for securities or securities‑based derivatives contracts to which the prospectus or profile statement relates have been made prior to the stop order, then — ( a ) where the securities or securities‑based derivatives contracts have not been issued to the applicants — (i) the applications are deemed to have been withdrawn and cancelled; and (ii) the person making the offer must, within 14 days from the date of the stop order, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities‑based derivatives contracts; or ( b ) where the securities or securities‑based derivatives contracts have been issued to the applicants — (i) the issue of the securities or securities‑based derivatives contracts is deemed to be void; and (ii) the person making the offer must, within 14 days from the date of the stop order, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts. [4/2017] (6) Subsection (5)( b ) has effect despite sections 76 and 76A, and Division 3A of Part 4, of the Companies Act 1967. (7) Where applications to purchase securities or securities‑based derivatives contracts to which the prospectus or profile statement relates have been made prior to the stop order, then — ( a ) where the securities or securities‑based derivatives contracts have not been transferred to the applicants — (i) the applications are deemed to have been withdrawn and cancelled; and (ii) the person making the offer must, within 14 days from the date of the stop order, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities‑based derivatives contracts; or ( b ) where the securities or securities‑based derivatives contracts have been transferred to the applicants, the sale is deemed to be void, and the person making the offer must — (i) if documents purporting to evidence title to the securities or securities‑based derivatives contracts have been issued to the applicants — (A) within 7 days from the date of the stop order, inform the applicants to return such documents to the person making the offer within 14 days from that date; and (B) within 7 days from the date of the receipt of those documents or the date of the stop order, whichever is the later, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts; or (ii) if no such documents have been issued to the applicants, within 7 days from the date of the stop order, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts. [4/2017] (8) If the Authority is of the opinion that any delay in serving a stop order pending the holding of a hearing required under subsection (4) is not in the interests of the public, the Authority may, without giving an opportunity to be heard, serve an interim stop order on the person making the offer directing that no or no further securities or securities‑based derivatives contracts to which the prospectus or profile statement relates be allotted, issued or sold. [4/2017] (9) An interim stop order, unless revoked by the Authority, is in force — ( a ) in a case where — (i) it is served during a hearing under subsection (4); or (ii) a hearing under subsection (4) is commenced while it is in force, until the Authority makes an order under subsection (1) or (2); and ( b ) in any other case, for a period of 14 days from the day on which the interim stop order is served. (10) Subsections (5) and (7) do not apply where only an interim stop order has been served. (11) Any person who fails to comply with a stop order served under subsection (1) or (2) or an interim stop order served under subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. (12) Any person who contravenes subsection (5) or (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction. (13) For the purposes of subsections (1)( a ) and (2)( a ), any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.


document_id: sfa-2001
provision_ref: s243
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 243
title: Contents of prospectus
content:
243. —(1) A prospectus for an offer of securities or securities‑based derivatives contracts must contain — ( a ) all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters specified in subsection (3); and ( b ) the matters prescribed by the Authority. [4/2017] (2) The prospectus must, with respect to subsection (1)( a ), contain such information — ( a ) only to the extent to which it is reasonable for investors and their professional advisers to expect to find in the prospectus; and ( b ) only to the extent that a person whose knowledge is relevant — (i) actually knows the information; or (ii) in the circumstances ought reasonably to have obtained the information by making enquiries. (3) The matters referred to in subsection (1)( a ) relate to — ( a ) the rights and liabilities attaching to the securities or securities‑based derivatives contracts; ( b ) in the case of an offer of securities or securities‑based derivatives contracts other than units or derivatives of units in a business trust, the assets and liabilities, profits and losses, financial position and performance, and prospects of the issuer; ( c ) if the underlying entity is controlled by — (i) the person making the offer; (ii) one or more of the related parties of the person making the offer; or (iii) the person making the offer and one or more of that person’s related parties, the assets and liabilities, profits and losses, financial position and performance, and prospects of that entity; ( d ) in the case of an offer of units of shares or debentures, where — (i) the person making the offer is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units; or (ii) an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units: (A) the person making the offer; (B) one or more of the related parties of the person making the offer; (C) the person making the offer and one or more of that person’s related parties, the capacity of that person or entity to issue or deliver the relevant securities, or the ability of that person or entity to meet those financial or contractual obligations; ( e ) in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, where — (i) the person making the offer is the trustee‑manager of the business trust; or (ii) the trustee‑manager of the business trust is controlled by — (A) the person making the offer; (B) one or more of the related parties of the person making the offer; or (C) the person making the offer and one or more of that person’s related parties, the assets and liabilities, profits and losses, financial position and performance of the business trust and of the trustee‑manager, and the prospects of the business trust; ( f ) in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in a business trust issued by an entity ( A ) other than the trustee‑manager of the business trust, where — (i) the person making the offer is A ; or (ii) A is controlled by — (A) the person making the offer; (B) one or more of the related parties of the person making the offer; or (C) the person making the offer and one or more of that person’s related parties, the assets and liabilities, profits and losses, financial position and performance, and prospects of A ; and ( g ) in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in the business trust, where — (i) the person making the offer is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units; or (ii) an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units: (A) the person making the offer; (B) one or more of the related parties of the person making the offer; (C) the person making the offer and one or more of that person’s related parties, the capacity of that person or entity to issue or deliver the relevant units or derivatives of units in that business trust, or the ability of that person or entity to meet those financial or contractual obligations. [4/2017] (4) In deciding what information must be included under subsection (1)( a ), regard must be had to — ( a ) the nature of the securities or securities‑based derivatives contracts and the nature of the entity concerned; ( b ) the matters that likely investors may reasonably be expected to know; and ( c ) the fact that certain matters may reasonably be expected to be known to the professional advisers of such investors. [4/2017] (4A) Subject to any condition or restriction as may be prescribed by regulations made under section 341, the information mentioned in subsection (1) may be incorporated in the prospectus by reference to a document (called in this subsection and subsection (4B) the reference document) lodged with the Authority together with the prospectus. [4/2017] (4B) For the purposes of this Division, the information contained in the reference document is to be regarded as part of the prospectus. [4/2017] (5) For the purposes of subsection (2)( b ), a person’s knowledge is relevant only if the person is one of the following: ( a ) the person making the offer; ( b ) if the person making the offer is an entity, a director or an equivalent person of the entity; ( c ) the issuer; ( d ) a director or an equivalent person, or a proposed director or an equivalent person, of the issuer; ( da ) a person named in the prospectus with the person’s consent as an underwriter to the issue or sale; ( e ) a person named in the prospectus as a stockbroker to the issue or sale if the person participates in any way in the preparation of the prospectus; ( f ) a person named in the prospectus with the person’s consent as having made a statement — (i) that is included in the prospectus; or (ii) on which a statement made in the prospectus is based; ( g ) a person named in the prospectus with the person’s consent as having performed a particular professional or advisory function. (6) A condition requiring or binding an applicant for securities or securities‑based derivatives contracts to waive compliance with any requirement of this section, or purporting to affect the applicant with notice of any contract, document or matter not specifically referred to in the prospectus, is void. [4/2017] (7) This section does not affect any liability that a person has under any other law. (8) In subsection (3)( e ) — “assets and liabilities, profits and losses, financial position and performance”, in relation to a business trust, means the assets and liabilities, profits and losses, financial position and performance of that business trust derived from the accounting records and other records kept by the trustee‑manager of that business trust; “prospects”, in relation to a business trust, means the business and financial prospects anticipated with respect to the operations of the trustee‑manager of the business trust, in its capacity as trustee‑manager of the business trust. [4/2017] 244. [ Repealed by Act 16 of 2003 ]


document_id: sfa-2001
provision_ref: s245
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 245
title: Retention of over‑subscriptions and statement of asset‑backing in debenture issues
content:
245. —(1) An entity must not accept or retain subscriptions to a debenture issue in excess of the amount of the issue as disclosed in the prospectus unless the entity has specified in the prospectus — ( a ) that it expressly reserves the right to accept or retain over‑subscriptions; and ( b ) a limit expressed as a specific sum of money on the amount of over‑subscriptions that may be accepted or retained, being an amount not more than 25% in excess of the amount of the issue as disclosed in the prospectus. (2) Subject to regulations made by the Authority for the purposes of this subsection, where an entity specifies in a prospectus relating to a debenture issue that it reserves the right to accept or retain over‑subscriptions — ( a ) the entity must not make, authorise or permit any statement of or reference as to the asset‑backing for the issue to be made or contained in any prospectus relating to the issue, other than a statement or reference to the total tangible assets and the total liabilities of the entity and of its guarantor entities; and ( b ) the prospectus must contain a statement or reference as to what the total assets and total liabilities of the entity would be if over‑subscriptions to the limit specified in the prospectus were accepted or retained. (3) Every entity or other person that contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.


document_id: sfa-2001
provision_ref: s246
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 246
title: Contents of profile statement
content:
246. —(1) A profile statement for an offer of securities or securities‑based derivatives contracts must contain — ( a ) the following particulars: (i) identification of the person making the offer; (i a ) where the person making the offer is not the issuer, identification of the issuer and, where applicable, the underlying entity; (i b ) in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, identification of the business trust, the trustee‑manager of the business trust and the issuer; (ii) identification of the persons signing the profile statement; (iii) the nature of the securities or securities‑based derivatives contracts; (iv) the nature of the risks involved in investing in the securities or securities‑based derivatives contracts; (v) details of all amounts payable in respect of the securities or securities‑based derivatives contracts (including any amount by way of fee, commission or charge); ( b ) a statement that copies of the prospectus are available for collection at the times and places specified in the profile statement; and ( c ) a statement that the persons referred to in section 240(4A) who have signed the profile statement are satisfied that the profile statement contains a fair summary of the key information in the prospectus. [4/2017] (2) A profile statement must not contain — ( a ) any statement that is false or misleading in the form and context in which it is included; ( b ) any material information that is not contained in the prospectus; and ( c ) any material information that differs in any material particular from that set out in the prospectus. (3) For the purposes of subsection (2)( a ), the reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.


document_id: sfa-2001
provision_ref: s247
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 247
title: Exemption from requirements as to form or content of prospectus or profile statement
content:
247. —(1) The Authority may exempt any person or any prospectus or profile statement from any requirement of this Act relating to the form or content of a prospectus or profile statement, subject to such conditions or restrictions as the Authority may determine. (2) The Authority must not grant an exemption under subsection (1) unless it is of the opinion that — ( a ) the cost of complying with the requirement in respect of which exemption has been applied for outweighs the resulting protection to investors; or ( b ) it would not be prejudicial to the public interest if the requirement in respect of which exemption has been applied for were dispensed with. (3) The Authority may exempt any class of persons, or any class or description of prospectuses or profile statements, from any requirement of this Act relating to the form or content of a prospectus or profile statement, subject to such conditions or restrictions as the Authority may determine. (4) [ Deleted by Act 16 of 2003 ] (5) Any person who contravenes any of the conditions or restrictions imposed under subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.


document_id: sfa-2001
provision_ref: s248
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 248
title:
Exemption for certain governmental and international entities as regards signing of copy of prospectus or profile statement by all directors or equivalent persons

content:
248. —(1) This section applies only to entities that are both of a governmental and international character. (2) An entity to which this section applies may apply in writing to the Authority for an exemption from the requirements of section 240(1)( a )(ii), (4)( b ), (4A), (13)( c ) and (14)( c ) and the Authority may, if it considers those requirements unduly burdensome on the entity, exempt such entity from complying therewith. (3) The Authority may subject such exemption to a requirement that such minimum number of directors or equivalent persons who are resident in Singapore as the Authority may, in that case, decide must sign the copy of the prospectus or profile statement. (4) In the event that no director or equivalent person is resident in Singapore, the Authority may permit a duly authorised agent to sign the prospectus or profile statement so long as such authorisation is supported by a resolution of the board of the entity. (5) The Authority may, if satisfied that a particular entity cannot comply with any of the requirements in subsection (3) or (4), grant the exemption applied for. (6) Any prospectus or profile statement that complies with the terms of exemption granted by the Authority is deemed to be a prospectus or profile statement for the purposes of this Division and a copy of such prospectus or profile statement must be registered by the Authority.


document_id: sfa-2001
provision_ref: s249
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 249
title: Expert’s consent to issue of prospectus or profile statement containing statement by him or her
content:
249. —(1) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a prospectus or profile statement which includes a statement purporting to be made by, or based on a statement made by, an expert, the prospectus or profile statement must not be issued unless — ( a ) the expert has given, and has not before the registration of the prospectus or profile statement (as the case may be) withdrawn his or her written consent to the issue thereof with the statement included in the form and context in which it is included; and ( b ) there appears in the prospectus or profile statement (as the case may be) a statement that the expert has given and has not withdrawn his or her consent. [4/2017] (1A) Every person making the offer must cause a true copy of every written consent referred to in subsection (1) to be deposited, within 7 days after the registration of the prospectus or profile statement, at the registered office of the issuer in Singapore or, if the issuer has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose. (1B) Every issuer must keep, and make available for inspection by its members and creditors and persons who have subscribed for or purchased the securities or securities‑based derivatives contracts to which the prospectus or profile statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with subsection (1A) for a period of at least 6 months after the registration of the prospectus or profile statement. [4/2017] (2) If any prospectus or profile statement is issued in contravention of subsection (1), the person making the offer and every person who is knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (3) The Authority may exempt any person or class of persons, or any prospectus or profile statement or class or description of prospectuses or profile statements, from this section, subject to such conditions or restrictions as the Authority may determine. (4) Any person who contravenes any of the conditions or restrictions imposed under subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.


document_id: sfa-2001
provision_ref: s249A
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 249A
title: Consent of issue manager and underwriter to being named in prospectus or profile statement
content:
249A. —(1) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a prospectus or profile statement in which a person is named as the issue manager to the offer, the prospectus or profile statement must not be issued unless — ( a ) the person has given, and has not before the registration of the prospectus or profile statement (as the case may be) withdrawn the person’s written consent to being named in the prospectus or profile statement as issue manager to that offer; and ( b ) there appears in the prospectus or profile statement (as the case may be) a statement that the person has given and has not withdrawn the person’s consent. [4/2017] (2) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a prospectus or profile statement in which a person is named as the underwriter (but not a sub‑underwriter) to the offer, the prospectus or profile statement must not be issued unless — ( a ) the person has given, and has not before the registration of the prospectus or profile statement (as the case may be) withdrawn the person’s written consent to being named in the prospectus or profile statement as underwriter to that offer; and ( b ) there appears in the prospectus or profile statement (as the case may be) a statement that the person has given and has not withdrawn such consent. [4/2017] (3) If any prospectus or profile statement is issued in contravention of subsection (1) or (2), the person making the offer and every person who is knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (4) Every person making the offer must cause a true copy of every written consent referred to in subsections (1) and (2) to be deposited, within 7 days after the registration of the prospectus or profile statement, at the registered office of the issuer in Singapore or, if it has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose. (5) Every issuer must keep, and make available for inspection by its members and creditors and persons who have subscribed for or purchased the securities or securities‑based derivatives contracts to which the prospectus or profile statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with subsection (4) for a period of at least 6 months after the registration of the prospectus or profile statement. [4/2017]


document_id: sfa-2001
provision_ref: s250
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 250
title: Duration of validity of prospectus and profile statement
content:
250. —(1) A person must not make an offer of securities or securities‑based derivatives contracts, or allot, issue or sell any securities or securities‑based derivatives contracts, on the basis of a prospectus or profile statement after the expiration of the period referred to in subsection (3). [4/2017] (2) In a case where an entity makes an offer of securities or securities‑based derivatives contracts or where the securities or securities‑based derivatives contracts being offered are those issued by an entity or a proposed entity, an officer or equivalent person or a promoter of the entity or proposed entity must not authorise or permit — ( a ) the offer of those securities or securities‑based derivatives contracts; or ( b ) the allotment, issue or sale of those securities or securities‑based derivatives contracts, on the basis of a prospectus or profile statement after the expiration of the period referred to in subsection (3). [4/2017] (3) The period under subsection (1) or (2) is — ( a ) in a case where the securities or securities‑based derivatives contracts are debentures or units of debentures issued under a debenture issuance programme under section 240A, 24 months from the date of registration by the Authority of the base prospectus in relation to such offer, allotment, issue or sale; or ( b ) in any other case, 6 months from the date of registration by the Authority of the prospectus in relation to such offer, allotment, issue or sale. [4/2017] (4) If default is made in complying with subsection (1) or (2), the person and, in the case of an entity or a proposed entity, every officer or equivalent person or promoter of the entity or proposed entity shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (5) An allotment, an issue or a sale of securities or securities‑based derivatives contracts that is made in contravention of subsection (1) or (2) is not, by reason only of that fact, voidable or void. [4/2017]


document_id: sfa-2001
provision_ref: s251
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 251
title: Restrictions on advertisements, etc.
content:
251. —(1) If a prospectus is required for an offer or intended offer of securities or securities‑based derivatives contracts, a person must not — ( a ) advertise the offer or intended offer; or ( b ) publish a statement that — (i) directly or indirectly refers to the offer or intended offer; or (ii) is reasonably likely to induce persons to subscribe for or purchase the securities or securities‑based derivatives contracts, unless the advertisement or publication is authorised by this section. [4/2017] (2) In determining whether a statement — ( a ) indirectly refers to an offer or intended offer of securities or securities‑based derivatives contracts; or ( b ) is reasonably likely to induce persons to subscribe for or purchase securities or securities‑based derivatives contracts, regard must be had to whether the statement — ( c ) forms part of the normal advertising — (i) of an entity’s products or services and is genuinely directed at maintaining its existing customers, or attracting new customers, for those products or services; or (ii) by a trustee‑manager of a business trust on behalf of the business trust in respect of the products or services offered by the trustee‑manager on behalf of the business trust, and is genuinely directed at maintaining existing customers, or attracting new customers, for those products or services; ( d ) communicates information that materially deals with the affairs of the entity or the business trust; and ( e ) is likely to encourage investment decisions being made on the basis of the statement rather than on the basis of information contained in a prospectus or profile statement. [4/2017] (3) Despite subsection (6), a person may, before a prospectus or profile statement is registered by the Authority, disseminate a preliminary document which has been lodged with the Authority to institutional investors, relevant persons as defined in section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made without contravening subsection (1), if — ( a ) the front page of the preliminary document contains — (i) the following statement: “ This is a preliminary document and is subject to further amendments and completion in the prospectus to be registered by the Monetary Authority of Singapore. ”; (ii) a statement that a person to whom a copy of the preliminary document has been issued must not circulate it to any other person; and (iii) a statement in bold lettering that no offer or agreement may be made on the basis of the preliminary document to purchase or subscribe for any securities or securities‑based derivatives contracts to which the preliminary document relates; ( b ) the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer of the securities or securities‑based derivatives contracts to which the preliminary document relates, or the acceptance of such an offer by any person; and ( c ) when the prospectus is registered by the Authority, the person takes reasonable steps to notify the persons to whom the preliminary document was issued that the registered prospectus is available for collection. [4/2017] (4) Despite subsection (6), a person does not contravene subsection (1) — ( a ) by presenting, before a prospectus or profile statement is registered by the Authority, oral or written material on matters contained in a preliminary document which has been lodged with the Authority, to institutional investors, relevant persons as defined in section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made; or ( b ) by presenting oral or written material on matters contained in a prospectus, profile statement or product highlights sheet which has been lodged with the Authority in respect of an offer of securities or securities‑based derivatives contracts, before the prospectus or profile statement is registered by the Authority, for the sole purpose of equipping any of the following persons with knowledge of the securities or securities‑based derivatives contracts in order to enable the person to carry on the regulated activity of dealing in capital markets products that are securities or securities‑based derivatives contracts, or to provide any financial advisory service in relation to the securities or securities‑based derivatives contracts: (i) a person licensed under this Act in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (ii) an exempt person; (iii) a person who is a representative in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts under this Act; (iv) a representative of an exempt person; (v) a person licensed under the Financial Advisers Act 2001 in respect of advising on any investment product; (vi) an exempt financial adviser; (vii) a person who is a representative in respect of advising on any investment product under the Financial Advisers Act 2001; (viii) a representative of an exempt financial adviser. [34/2012; 4/2017] (5) To avoid doubt, a person may disseminate any of the following without contravening subsection (1): ( a ) a prospectus or profile statement that has been registered by the Authority under section 240; ( b ) a product highlights sheet in respect of which section 240AA(1)( a ) and ( b ) has been complied with and which is disseminated with a prospectus or profile statement that has been registered by the Authority under section 240. [4/2017] (6) Before a prospectus or profile statement is registered, an advertisement or publication does not contravene subsection (1) if it contains only the following: ( a ) a statement that identifies — (i) in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, the units or derivatives of units, the person making the offer, the issuer, the business trust and the trustee‑manager of the business trust; and (ii) in any other case, the securities, securities‑based derivatives contracts, the person making the offer, the issuer and, where applicable, the underlying entity; ( b ) a statement that a prospectus or profile statement for the offer will be made available when the offer is made; ( c ) a statement that anyone wishing to acquire the securities or securities‑based derivatives contracts will need to make an application in the manner set out in the prospectus or profile statement; ( d ) a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile statement. [4/2017] (7) To satisfy subsection (6), the advertisement or publication must include all of the statements referred to in paragraphs ( a ), ( b ) and ( c ) of that subsection, and may include the statement referred to in paragraph ( d ) of that subsection. (8) After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if — ( a ) it includes a statement that the prospectus or profile statement in respect of the offer of securities or securities‑based derivatives contracts is available for collection at the times and places specified in the statement; ( b ) it includes a statement that anyone wishing to acquire the securities or securities‑based derivatives contracts will need to make an application in the manner set out in the prospectus or profile statement; ( c ) it does not contain any information that is not included in the prospectus or profile statement; and ( d ) it complies with such requirements as the Authority may prescribe by regulations made under section 341. [34/2012] (9) An advertisement or a publication does not contravene subsection (1) if it — ( a ) consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange made by any person; ( b ) consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the trustee‑manager of the business trust, the underlying entity, the unitholders of the business trust or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting; ( c ) consists solely of a report about the issuer, the business trust or the underlying entity that is published by the person making the offer, the issuer, the trustee‑manager of the business trust or the underlying entity (as the case may be), which — (i) does not contain information that materially affects the affairs of the issuer, the business trust or the underlying entity other than information previously made available in a prospectus that has been registered by the Authority, an annual report or a disclosure, notice or report mentioned in paragraph ( a ) or ( b ); and (ii) does not refer (directly or indirectly) to the offer or intended offer; ( d ) consists solely of a statement made by the person making the offer, the issuer, the trustee‑manager of the business trust or the underlying entity that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority; ( e ) is a news report, or a genuine comment, by a person other than any person referred to in paragraph ( f )(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio, television or any other means of broadcasting or communication, relating to — (i) a prospectus or profile statement that has been lodged with the Authority or information contained in such a prospectus or profile statement; (ii) a disclosure, notice or report referred to in paragraph ( a ); (iii) a notice, report, presentation, general meeting or proposed general meeting referred to in paragraph ( b ); (iv) a report referred to in paragraph ( c ); or (v) a product highlights sheet; ( f ) is a report about the securities or securities‑based derivatives contracts which are the subject of the offer or intended offer, published by someone who is not — (i) the person making the offer, the issuer, the underlying entity or (where the securities or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust; (ii) a director or an equivalent person of the person making the offer, the issuer, the underlying entity or (where the securities or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust; (iii) a person who has an interest in the success of the issue or sale of the securities or securities‑based derivatives contracts; or (iv) a person acting at the instigation of, or by arrangement with, any person mentioned in sub‑paragraph (i), (ii) or (iii); ( g ) is a disclosure, notice, report or publication of a description prescribed by the Authority, and such other conditions as the Authority may prescribe are satisfied; or ( h ) is a publication made by the person making the offer, the issuer, the underlying entity or (where the offer is of units or derivatives of units in a business trust) the trustee‑manager of the business trust solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in — (i) an earlier news report or a genuine comment referred to in paragraph ( e ); or (ii) an earlier publication published in the ordinary course of business of publishing a newspaper, periodical or magazine, or of broadcasting by radio, television or any other means of broadcasting or communication, referred to in subsection (10), provided that the firstmentioned publication does not contain any material information that is not included in the prospectus. [2/2009; 34/2012; 4/2017] (10) A person does not contravene subsection (1) if — ( a ) the person publishes any advertisement or publication i


document_id: sfa-2001
provision_ref: s252
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 252
title:
Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies

content:
252. —(1) A person referred to in section 254(3) (other than paragraph ( a )) must notify in writing the person making the offer of securities or securities‑based derivatives contracts, as soon as practicable, if the firstmentioned person becomes aware at any time after the prospectus or profile statement is registered by the Authority but before the close of the offer that — ( a ) a statement in the prospectus or the profile statement is false or misleading; ( b ) there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or ( c ) a new circumstance — (i) has arisen since the prospectus or the profile statement was lodged with the Authority; and (ii) would have been required to be included in the prospectus under section 243, or required to be included in the profile statement under section 246 (as the case may be) if it had arisen before the prospectus or the profile statement was lodged with the Authority, and the failure to so notify would have been materially adverse from the point of view of an investor. [4/2017] (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. (3) For the purposes of subsection (1)( a ), any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.


document_id: sfa-2001
provision_ref: s253
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 253
title: Criminal liability for false or misleading statements
content:
253. —(1) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a prospectus or profile statement, or, in the case of an offer referred to in section 280, where a prospectus or profile statement is prepared and issued in relation to the offer, and — ( a ) a false or misleading statement is contained in — (i) the prospectus or the profile statement; or (ii) any application form for the securities or securities‑based derivatives contracts; ( b ) there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or ( c ) there is an omission to state a new circumstance that — (i) has arisen since the prospectus or the profile statement was lodged with the Authority; and (ii) would have been required to be included in the prospectus under section 243, or required to be included in the profile statement under section 246 (as the case may be) if it had arisen before the prospectus or the profile statement was lodged with the Authority, the persons referred to in subsection (4) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (2) For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person made the statement without having reasonable grounds for making the statement. (3) A person does not contravene subsection (1) if the false or misleading statement, or the omission to state any information or new circumstance, is not materially adverse from the point of view of the investor. (4) The persons guilty of the offence are — ( a ) the person making the offer; ( b ) where the person making the offer is an entity — (i) each director or equivalent person of the entity; and (ii) if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the entity; ( c ) where the issuer is controlled by the person making the offer, one or more of the related parties of the person making the offer, or the person making the offer and one or more of that person’s related parties — (i) the issuer; (ii) each director or equivalent person of the issuer; and (iii) each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the issuer; ( d ) an issue manager to the offer of the securities or securities‑based derivatives contracts who is, and who has consented to be, named in the prospectus or profile statement, if — (i) the issue manager intentionally or recklessly makes the false or misleading statement or omits to state the information or circumstance; (ii) knowing that the statement in the prospectus or profile statement is false or misleading or that the information or circumstance has been omitted, the issue manager fails to take such remedial action as is appropriate in the circumstances without delay; or (iii) the issue manager is reckless as to whether the statement is false or misleading or whether the information or circumstance has been included; ( e ) an underwriter (but not a sub‑underwriter) to the issue or sale of the securities or securities‑based derivatives contracts who is, and who has consented to be, named in the prospectus or profile statement, if — (i) the underwriter intentionally or recklessly makes the false or misleading statement or omits to state the information or circumstance; (ii) knowing that the statement is false or misleading or that the information or circumstance has been omitted, the underwriter fails to take such remedial action as is appropriate in the circumstances without delay; or (iii) the underwriter is reckless as to whether the statement is false or misleading or whether the information or circumstance has been included; ( f ) a person named in the prospectus or the profile statement with the person’s consent as having made — (i) the statement that is false or misleading, if the person intentionally or recklessly makes that statement; or (ii) a statement on which the false or misleading statement is based, if the person knows that the second‑mentioned statement is false or misleading and fails to take immediate steps to withdraw the person’s consent, but only in respect of the inclusion of the false or misleading statement; and ( g ) any other person who intentionally or recklessly makes the false or misleading statement, or omits to state the information or circumstance (as the case may be) but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be. [4/2017] (5) For the purposes of subsection (4) and this subsection — ( a ) remedial action includes any of the following: (i) preventing the statement from being included, or having the information or circumstance included, in the prospectus or profile statement, as the case may be; (ii) procuring the lodgment of a supplementary or replacement prospectus under section 241; and ( b ) a person is reckless as to the matter referred to in subsection (4)( d )(iii) or ( e )(iii) if, having been put upon inquiry that the statement to be, or which has been, included in the prospectus or profile statement is likely to be false or misleading, that the information or circumstance is likely to be required to be included in that document, or that there is likely to be an omission to state the information or circumstance in that document, the person fails to — (i) make all inquiries as are reasonable in the circumstances to verify this; and (ii) take such remedial action as is appropriate in the circumstances without delay, if such action is warranted by the outcome of the inquiries. (6) For the purposes of this section, any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.


document_id: sfa-2001
provision_ref: s254
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 254
title: Civil liability for false or misleading statements
content:
254. —(1) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a prospectus or profile statement, or, in the case of an offer referred to in section 280, where a prospectus or profile statement is prepared and issued in relation to the offer, and — ( a ) a false or misleading statement is contained in — (i) the prospectus or the profile statement; or (ii) any application form for the securities or securities‑based derivatives contracts; ( b ) there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or ( c ) there is an omission to state a new circumstance that — (i) has arisen since the prospectus or the profile statement was lodged with the Authority; and (ii) would have been required by section 243 to be included in the prospectus, or required to be included in the profile statement under section 246 (as the case may be) if it had arisen before the prospectus or the profile statement was lodged with the Authority, the persons referred to in subsection (3) are liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the prospectus or the profile statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission. [4/2017] (2) For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person makes the statement without having reasonable grounds for making the statement. (3) The persons liable are — ( a ) the person making the offer; ( b ) where the person making the offer is an entity — (i) each director or equivalent person of the entity; and (ii) if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the entity; ( c ) where the issuer is controlled by the person making the offer, one or more of the related parties of the person making the offer, or the person making the offer and one or more of that person’s related parties — (i) the issuer; (ii) each director or equivalent person of the issuer; and (iii) each person who is, and who has consented to be, named in the prospectus or the profile statement as a proposed director or an equivalent person of the issuer; ( d ) an issue manager to the offer of the securities or securities‑based derivatives contracts who is, and who has consented to be, named in the prospectus or the profile statement; ( da ) an underwriter (but not a sub‑underwriter) to the issue or sale of the securities or securities‑based derivatives contracts who is, and who has consented to be, named in the prospectus or the profile statement; ( e ) a person named in the prospectus or the profile statement with the person’s consent as having made a statement — (i) that is included in the prospectus or the profile statement; or (ii) on which a statement made in the prospectus or the profile statement is based, but only in respect of the inclusion of that statement; and ( f ) any other person who made the false or misleading statement or omitted to state the information or circumstance (as the case may be) but only in respect of the inclusion of the statement or the omission to state the information or circumstance. [4/2017] (4) A person who acquires securities or securities‑based derivatives contracts as a result of an offer that was made in or accompanied by a profile statement is taken to have acquired the securities or securities‑based derivatives contracts in reliance on both the profile statement and the prospectus for the offer. [4/2017] (4A) For the purposes of this section, any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise. (5) No action under subsection (1) may be commenced after the expiration of 6 years from the date on which the cause of action arose. (6) This section does not affect any liability that a person has under any other law.


document_id: sfa-2001
provision_ref: s255
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 255
title: Defences
content:
255. —(1) A person referred to in section 253(4)( a ), ( b ) or ( c ) is not liable under section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only because of a false or misleading statement in a prospectus or a profile statement if the person proves that the person — ( a ) made all inquiries (if any) that were reasonable in the circumstances; and ( b ) after doing so, believed on reasonable grounds that the statement was not false or misleading. (2) A person referred to in section 253(4)( a ), ( b ) or ( c ) is not liable under section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that the person — ( a ) made all inquiries (if any) that were reasonable in the circumstances; and ( b ) after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter. (3) A person is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that the person placed reasonable reliance on information given to the person by — ( a ) if the person is an entity, someone other than — (i) a director or an equivalent person; or (ii) an employee or agent, of the entity; or ( b ) if the person is an individual, someone other than an employee or agent of the individual. (4) For the purposes of subsection (3), a person is not the agent of an entity or individual merely because that person performs a particular professional or advisory function for the entity or individual. (5) A person who is named in a prospectus or a profile statement as — ( a ) a proposed director or an equivalent person of the issuer, or an issue manager or underwriter; ( b ) having made a statement included in the prospectus or the profile statement; or ( c ) having made a statement on the basis of which a statement is included in the prospectus or the profile statement, is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that the person publicly withdrew the person’s consent to being named in the prospectus or the profile statement in that way. (6) A person is not liable under section 253(1) or 254(1) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that the person was not aware of the matter. (7) For the purposes of this section, any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise. 256. [ Repealed by Act 1 of 2005 ]


document_id: sfa-2001
provision_ref: s257
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 257
title:
Document containing offer of securities or securities‑based derivatives contracts for sale deemed prospectus

content:
257. —(1) Subsection (2) applies where — ( a ) an entity allots or agrees to allot to any person any securities or securities‑based derivatives contracts of the entity or a business trust (as the case may be) with a view to all or any of them being subsequently offered for sale to another person; and ( b ) such offer (called in this section a subsequent offer) does not qualify for an exemption under Subdivision (4) of this Division (other than section 280). [4/2017] (2) Any document by which the subsequent offer is made is for all purposes deemed to be a prospectus issued by the entity, and the entity is for all purposes deemed to be the person making the offer, and all written laws and rules of law as to the contents of prospectuses and to liability in respect of statements and non‑disclosure in prospectuses, or otherwise relating to prospectuses, apply and have effect accordingly as if — ( a ) an offer of securities or securities‑based derivatives contracts has been made; and ( b ) persons accepting the subsequent offer in respect of any securities or securities‑based derivatives contracts were subscribers therefor, but without affecting the liability (if any) of the persons making the subsequent offer, in respect of statements or non‑disclosures in the document or otherwise. [4/2017] (3) For the purposes of this Act, unless the contrary is proved, it is sufficient evidence that an allotment of, or an agreement to allot, securities or securities‑based derivatives contracts was made with a view to the securities or securities‑based derivatives contracts being subsequently offered for sale if it is shown — ( a ) that an offer of the securities or securities‑based derivatives contracts or of any of them for sale was made within 6 months after the allotment or agreement to allot; or ( b ) that at the date when the offer was made the whole consideration to be received by the entity in respect of the securities or securities‑based derivatives contracts had not been so received. [4/2017] (4) The requirements of this Division as to prospectuses have effect as though the persons making the subsequent offer were persons named in the prospectus as directors or equivalent persons of the entity. (5) In addition to complying with the other requirements of this Division, the document making the subsequent offer must state — ( a ) the net amount of the consideration received or to be received by the entity in respect of the securities or securities‑based derivatives contracts being offered; and ( b ) the place and time at which a copy of the contract under which the securities or securities‑based derivatives contracts have been or are to be allotted may be inspected. [4/2017]


document_id: sfa-2001
provision_ref: s258
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 258
title: Application and moneys to be held in trust in separate bank account until allotment
content:
258. —(1) All application and other moneys paid prior to allotment by any applicant on account of securities or securities‑based derivatives contracts offered to the applicant must, until the allotment of the securities or securities‑based derivatives contracts, be held by the person making the offer of the securities or securities‑based derivatives contracts upon trust for the applicant in a separate bank account, being a bank account that is established and kept by the person solely for the purpose of depositing the application and other moneys that are paid by applicants for those securities or securities‑based derivatives contracts. [4/2017] (2) There is no obligation or duty on any bank with which any such moneys have been deposited to enquire into or see to the proper application of those moneys, so long as the bank acts in good faith. (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.


document_id: sfa-2001
provision_ref: s259
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 259
title:
Allotment of securities or securities‑based derivatives contracts where prospectus indicates application to list on approved exchange

content:
259. —(1) Where a prospectus states or implies that application has been or will be made for permission for the securities or securities‑based derivatives contracts offered thereby to be listed for quotation on any approved exchange, and — ( a ) the permission is not applied for in the form required by the approved exchange within 3 days from the date of the issue of the prospectus; or ( b ) the permission is not granted before the expiration of 6 weeks from the date of the issue of the prospectus or such longer period not exceeding 12 weeks from the date of the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the approved exchange, then — ( c ) any allotment whenever made of securities or securities‑based derivatives contracts made on an application pursuant to the prospectus is, subject to subsection (3), void; and ( d ) any person who continues to allot such securities or securities‑based derivatives contracts after the period specified in paragraph ( a ) or ( b ), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (2) Where the permission has not been applied for, or has not been granted as mentioned under subsection (1), the person making the offer must, subject to subsection (3), immediately repay without interest all moneys received from applicants pursuant to the prospectus, and if any such moneys is not repaid within 14 days after the person making the offer so becomes liable to repay them, then — ( a ) the person making the offer is liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days; and ( b ) where the person making the offer is an entity, in addition to the liability of the entity, the directors or equivalent persons of the entity are jointly and severally liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days. (3) Where in relation to any securities or securities‑based derivatives contracts — ( a ) permission is not applied for as mentioned in subsection (1)( a ); or ( b ) permission is not granted as mentioned in subsection (1)( b ), the Authority may, on the application of the issuer made before any of the securities or securities‑based derivatives contracts is purported to be allotted, exempt the allotment of the securities or securities‑based derivatives contracts from the provisions of this section, and the Authority must give notice of such exemption in the Gazette . [4/2017] (4) A director or an equivalent person is not liable under subsection (2) if he or she proves that the default in the repayment of the money was not due to any misconduct or negligence on his or her part. (5) Any condition requiring or binding any applicant for securities or securities‑based derivatives contracts to waive compliance with any requirement of this section or purporting to do so is void. [4/2017] (6) Without limiting the application of any of its provisions, this section has effect — ( a ) in relation to any securities or securities‑based derivatives contracts agreed to be taken by a person underwriting an offer thereof contained in a prospectus as if the person had applied therefor pursuant to the prospectus; and ( b ) in relation to a prospectus offering securities or securities‑based derivatives contracts for sale as if a reference to sale were substituted for a reference to allotment. [4/2017] (7) All moneys received from applicants pursuant to the prospectus must be kept in a separate bank account so long as the person making the offer may become liable to repay it under subsection (2). (8) Any person who contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (9) Where the approved exchange has within the time specified in subsection (1)( b ) granted permission subject to compliance with any requirements specified by the approved exchange, permission is deemed to have been granted by the approved exchange if the directors or equivalent persons have given to the approved exchange an undertaking in writing to comply with the requirements of the approved exchange. [4/2017] (10) If any such undertaking referred to in subsection (9) is not complied with, each director or equivalent person who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (11) A person must not issue a prospectus inviting persons to subscribe for securities or securities‑based derivatives contracts of an entity if it includes — ( a ) a false or misleading statement that permission has been granted for those securities or securities‑based derivatives contracts to be listed for quotation on, dealt in or quoted on any approved exchange; or ( b ) any statement in any way referring to any such permission or to any application or intended application for any such permission, or to listing for quotation, dealing in or quoting the securities or securities‑based derivatives contracts on any approved exchange, or to any requirement of an approved exchange, unless — (i) that statement is or is to the effect that permission has been granted, or that application has been or will be made to the approved exchange within 3 days after the date of the issue of the prospectus; or (ii) that statement has been approved by the Authority for inclusion in the prospectus. [4/2017] (12) Any person who contravenes subsection (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (13) Where a prospectus contains a statement to the effect that the memorandum and articles or other constituent document or documents of the issuer comply, or have been drawn so as to comply, with the requirements of any approved exchange, the prospectus is, unless the contrary intention appears from the prospectus, deemed for the purposes of this section to imply that application has been, or will be, made for permission for the securities or securities‑based derivatives contracts to which the prospectus relates to be listed for quotation on the approved exchange. [4/2017]


document_id: sfa-2001
provision_ref: s260
chapter: PART 13 - OFFERS OF INVESTMENTS
section: 260
title: Prohibition of allotment unless minimum subscription received
content:
260. —(1) A person must not make an allotment of any securities or securities‑based derivatives contracts of a company or business trust unless — ( a ) the minimum subscription has been subscribed; and ( b ) the sum payable on application for the securities or securities‑based derivatives contracts so subscribed has been received by the company or the trustee‑manager, as the case may be. [4/2017] (1A) Despite subsection (1), if a cheque for the sum payable mentioned in subsection (1) has been received by the company or the trustee‑manager of the business trust (as the case may be), the sum is treated as not having been received by the company or the trustee‑manager (as the case may be) until the cheque is paid by the bank on which the cheque is drawn. [4/2017] (2) The minimum subscription must — ( a ) be calculated based on the price at which each share or debenture, each unit of share or debenture, or each unit or derivative of a unit in a business trust, is or will be offered; and ( b ) be reckoned exclusively of any amount payable otherwise than in cash. [4/2017] (3) The amount payable on application on each share or debenture, or each unit of share or debenture, or each unit or derivative of a unit in a business trust, offered must not be less than 5% of the price at which the share or debenture, or unit of share or debenture, or unit or derivative of a unit in a business trust, is or will be offered. [4/2017] (4) If the conditions referred to in subsection (1)( a ) and ( b ) have not been satisfied on the expiration of 4 months after the first issue of the prospectus, all moneys received from applicants for securities or securities‑based derivatives contracts must be immediately repaid to them without interest. [4/2017] (5) If any money mentioned in subsection (4) is not repaid within 5 months after the issue of the prospectus, the directors of the company or the directors of the trustee‑manager of the business trust (as the case may be) are jointly and severally liable to repay that money with interest at the rate of 10% per annum from the expiration of the period of 5 months. [4/2017] (6) A director is not liable under subsection (5) if the director proves that the default in the repayment of the money was not due to any misconduct or negligence on the part of the director. [4/2017] (7) An allotment made by a company or a trustee‑manager of a business trust to an applicant in contravention of this section is voidable at the option of the applicant, which option may be exercised by written notice served — ( a ) if the allotment is made by a company, on the company — (i) within one month after the holding of the statutory meeting of the company; or (ii) where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment; or ( b ) if the allotment is made by a trustee‑manager of a business trust, on the trustee‑manager of the business trust within one month after the date of the allotment. [4/2017] (7A) The allotment mentioned in subsection (7) is voidable even if the company or business trust is in the course of being wound up. [4/2017] (7B) A trustee‑manager of a business trust which contravenes any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence — ( a ) to pay into the trust property of the business trust any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) has sustained or incurred as a consequence of such contravention; and ( b ) to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention. [4/2017] (7C) Every director of a trustee‑manager of a business trust who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence — ( a ) to pay into the trust property of the business trust any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) has sustained or incurred as a consequence of such contravention; and ( b ) to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention. [4/2017] (7D) Every director of a company who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence — ( a ) to compensate the company for any loss, damages or costs which the company has sustained or incurred as a consequence of such contravention; and ( b ) to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention. [4/2017] (8) No proceedings for the recovery of any compensation under subsection (7) may be commenced after the expiration of 2 years from the date of the allotment. (9) Any condition requiring or binding any applicant for securities or securities‑based derivatives contracts to waive compliance with any requirement of this section is void. [4/2017] Subdivision (3) &#x2014; Debentures


