jurisdiction
- Austria
- Belgium
- Bulgaria
- Chile
- China
- Croatia
- Czech Republic
- France
- Germany
- Hong Kong
- Hungary
- Italy
- Luxembourg
- Mexico
- Netherlands
- Peru
- Poland
- Portugal
- Romania
- Russia
- Serbia
-
Singapore
- Slovenia
- Spain
- Switzerland
- Turkey
- UAE - Abu Dhabi Global Market
- UAE - Dubai International Financial Centre
- UAE - Onshore
- USA
- Ukraine
- United Kingdom
1. Prospectus requirement
- Where a person as principal, in relation to offers of securities or securities-based derivatives contracts:
- 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 him or another person with whom he has made arrangements for that issue or sale; or
- 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 him or another person with whom he has made arrangements for that issue or sale.
2. Prospectus exemptions
Key exemptions
- Small offers where total amount raised from such offers within any 12 month period does not exceed SGD 5m (or its equivalent in a foreign currency) in aggregate and such offers are restricted to persons with prior relationships and connections with the issuer (i.e. one that is directed at a pre-identified individual or entity and should be conducted in a discrete manner and not be subject to any mass solicitation).
- Private placement offer made to no more than 50 persons within any 12 month period.
- Offer to Institutional Investors, 1 Accredited Investors 2 or certain other categories of investors.
3. Ability to offer shares to
3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
Yes, see response in paragraph 2 above.
3.2 High net worth individuals
Yes, see response in paragraph 2 above.
3.3 Retail/public/others
Only on the basis of an approved prospectus or subject to complying with the statutory exemptions, the key ones of which are set out in paragraph 2 above.
4. Can the issuer approach potential investors on their own?
Generally, yes, subject to compliance with any applicable requirements / exemptions concerning an offer of securities/ securities-based derivatives contracts, the key ones of which are set out in paragraph 2 above and other prescribed requirements (e.g. advertising restrictions).
5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?
Generally, yes, subject to compliance with any applicable requirements / exemptions concerning an offer of securities/ securities-based derivatives contracts, the key ones of which are set out in paragraph 2 above and other prescribed requirements (e.g. advertising restrictions).
6. Are there any other exemptions which may be relied on?
No. Not expressly covered under the Securities and Futures Act (Cap. 289 of Singapore) (“SFA”).
