PART 1
PRELIMINARY
Short title
1.This Act is the Securities and Futures Act 2001.
Interpretation
(a) | controlling the development of the definition of a designated benchmark for the purpose of determining a designated benchmark; |
(b) | controlling the development of the methodology of determining a designated benchmark; |
(c) | controlling the review of the definition of a designated benchmark for the purpose of determining a designated benchmark; |
(d) | controlling the review of the methodology of determining a designated benchmark; |
(e) | managing any arrangements, processes or mechanisms for the purpose of determining a designated benchmark; |
(f) | collecting, analysing or processing any information or expression of opinion for the purpose of determining a designated benchmark; |
(g) | applying a formula or other methods of calculation to information or expressions of opinion in order to determine a designated benchmark; or |
(h) | monitoring and conducting surveillance of any information or expressions of opinion provided for the purpose of determining a designated benchmark, |
but does not include providing information in relation to a designated benchmark or any act that is necessary or incidental to providing such information;
(a) | controlling the development of the definition of a financial benchmark for the purpose of determining a financial benchmark; |
(b) | controlling the development of the methodology of determining a financial benchmark; |
(c) | controlling the review of the definition of a financial benchmark for the purpose of determining a financial benchmark; |
(d) | controlling the review of the methodology of determining a financial benchmark; |
(e) | managing any arrangements, processes or mechanisms for the purpose of determining a financial benchmark; |
(f) | collecting, analysing or processing any information or expression of opinion for the purpose of determining a financial benchmark; |
(g) | applying a formula or other methods of calculation to information or expressions of opinion in order to determine a financial benchmark; or |
(h) | monitoring and conducting surveillance of any information or expressions of opinion provided for the purpose of determining a financial benchmark, |
but does not include providing information in relation to a financial benchmark or any act that is necessary or incidental to providing such information;
“advising on corporate finance” has the meaning given in the SecondSchedule;
“advocate and solicitor” means an advocate and solicitor of the Supreme Court or a foreign lawyer as defined in section2(1) of the Legal Profession Act1966;
“appointed representative”, in respect of a type of regulated activity, has the meaning given by section99D, and “appointed representative” means an appointed representative in respect of any type of regulated activity;
“approved clearing house” means a corporation that is approved by the Authority under section51(1)(a) as an approved clearing house;
“approved exchange” means a corporation that is approved by the Authority under section9(1)(a) as an approved exchange;
“approved holding company” means a corporation that is approved by the Authority under section81W as an approved holding company;
(a) | a person who is duly registered, licensed, approved or otherwise authorised to practise as an auditor (such practice to include the issue of any opinion, report or other document on the audit of any financial statement)—
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(b) | such other person as the Authority may approve in any particular case to be an auditor for such entity; |
“authorised benchmark administrator” means a corporation that is authorised by the Authority under section123F(1) as an authorised benchmark administrator;
“authorised benchmark submitter” means a corporation that is authorised by the Authority under section123ZE(1) as an authorised benchmark submitter;
“Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act1970;
“book” includes any record, register, document or other record of information, and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or in any other electronic form or otherwise;
(a) | the approved holding company, approved exchange, recognised market operator, approved clearing house or recognised clearing house and its members, or the licensed trade repository or licensed foreign trade repository and its participants; and |
(b) | other persons in relation to it, |
whether or not those rules, regulations, by‑laws or similar body of statements are made by the approved holding company, approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house or recognised clearing house or are contained in its constituent documents; but does not include the listing rules of an approved exchange or a recognised market operator (which is an overseas exchange);
“business trust” has the meaning given by section2 of the Business Trusts Act2004;
“capital markets products” means any securities, units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading, and such other products as the Authority may prescribe as capital markets products;
“capital markets services licence” means a licence that is granted by the Authority under section86 to a person to carry on a business in any regulated activity;
“chairperson” means a chairperson of a board of directors;
(a) | in the direct employment of, or acting for or by arrangement with, the relevant person; and |
(b) | principally responsible for the management and conduct of the business of the relevant person in Singapore; |
“clearing facility” has the meaning given in Part2 of the FirstSchedule;
“clearing or settlement” has the meaning given in Part2 of the FirstSchedule;
(a) | an arrangement mentioned in paragraph(a) of that definition—
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(aa) | an arrangement mentioned in paragraph(a) of that definition which—
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(b) | an arrangement referred to in paragraph(a) of that definition which is, or which belongs to a class or description of arrangements which is, specified by the Authority, by notification in the Gazette, to be an arrangement that is not a closed‑end fund, or a class or description of arrangements that are not closed‑end funds, as the case may be; |
“Code on Collective Investment Schemes” means the Code on Collective Investment Schemes referred to in section284 which is issued by the Authority under section321(1);
(a) | an arrangement in respect of any property—
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(b) | an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme by notice in the Gazette, |
but does not include—
(c) | an arrangement operated by a person otherwise than by way of business; | ||||||||||||||
(d) | an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business; | ||||||||||||||
(e) | an arrangement under which each of the participants is a related corporation of the manager; | ||||||||||||||
(f) | an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is—
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(g) | an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is—
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(h) | a franchise; | ||||||||||||||
(i) | an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions; | ||||||||||||||
(j) | an arrangement made by any co‑operative society registered under the Co‑operative Societies Act1979 in accordance with the objects thereof solely for the benefit of its members; | ||||||||||||||
(k) | an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act1971; | ||||||||||||||
(l) | an arrangement arising out of a life policy within the meaning of the Insurance Act1966; | ||||||||||||||
(m) | a closed‑end fund constituted either as an entity, a sub‑fund or a trust; | ||||||||||||||
(n) | an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section4B of the Banking Act1970; | ||||||||||||||
(o) | an arrangement of which—
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(p) | an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice in the Gazette; |
(a) | any produce, item, goods or article; |
(b) | any index, right or interest in any produce, item, goods or article; or |
(c) | any index, right, interest, tangible property or intangible property of any nature that is, or belongs to a class of indices, rights, interests, tangible properties or intangible properties that is, prescribed for the purposes of this definition, |
but does not include—
(d) | any produce, item, goods or article that is, or that belongs to a class of produce, items, goods or articles that is, prescribed not to be a commodity for the purposes of this definition; or |
(e) | any index, right or interest in any produce, item, goods or article that is, or that belongs to a class of indices, rights or interests that is, prescribed not to be a commodity for the purposes of this definition; |
“company” has the meaning given by section4(1) of the Companies Act1967;
(a) | an individual, means—
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(b) | a firm, a limited liability partnership or a corporation, means another firm, limited liability partnership or corporation in which the firstmentioned firm, limited liability partnership or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation, |
and a reference in this Act to a person connected to another person is to be construed accordingly;
“corporation” has the meaning given by section4(1) of the Companies Act1967;
“custodian”, in relation to a collective investment scheme constituted as a VCC or sub‑fund, means an entity to which the assets of the scheme are entrusted for safekeeping;
(a) | in relation to a holder of a capital markets services licence—
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(b) | for the purposes of Part3 and the definition of “user”, a person on whose behalf a member of an approved exchange, an approved clearing house, a recognised clearing house or a recognised market operator (as the case may be) carries on any activity regulated under this Act, but does not include—
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“dealing in capital markets products” has the meaning given in the Second Schedule;
(a) | any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer; |
(b) | any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a trustee‑manager of a business trust in its capacity as trustee‑manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust, whether constituting a charge or not, on the assets of the business trust or real estate investment trust; or |
(c) | such other product or class of products as the Authority may prescribe, |
but does not include—
(d) | a cheque, letter of credit, order for the payment of money or bill of exchange; or |
(e) | for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made under that provision provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be; |
“defalcation” means misapplication, including misappropriation, of any property;
“derivative”, in relation to a unit in a business trust, has the meaning given by section2 of the Business Trusts Act2004;
(a) | any contract or arrangement under which—
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(b) | any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed to be a derivatives contract, |
but does not include—
(c) | securities; |
(d) | any unit in a collective investment scheme; |
(e) | a spot contract; |
(f) | a deposit as defined in section4B of the Banking Act1970, where the deposit is accepted by a bank or merchant bank licensed under that Act; |
(g) | a deposit as defined in section2 of the Finance Companies Act1967, where the deposit is accepted by a finance company as defined in that section of that Act; |
(h) | any contract of insurance in relation to any class of insurance business specified in section3(1) of the Insurance Act1966; or |
(i) | any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract; |
“designated benchmark” means a financial benchmark that is designated by the Authority under section123B to be a designated benchmark;
“designated benchmark submitter” means a corporation that is designated by the Authority under section123ZI(1) to be a designated benchmark submitter;
“director” has the meaning given by section4(1) of the Companies Act1967;
“entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust;
(a) | that is executed on an organised market and is or will be cleared or settled by a clearing facility under an arrangement, process, mechanism or service by which the parties to the derivatives contract substitute or will substitute, through novation or otherwise, the credit of the clearing facility for the credit of the parties to the derivatives contract; and | ||||
(b) | the contractual terms (other than price) of which—
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but does not include—
(c) | any contract under which every contractual term can be negotiated; or |
(d) | any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed not to be an exchange‑traded derivatives contract; |
(a) | in the direct employment of, or acting for or by arrangement with, the relevant person; and |
(b) | concerned with or takes partin the management of the relevant person on a day‑to‑day basis; |
“exempt benchmark administrator” means a person who is exempted under section123K(1) from the requirement to be an authorised benchmark administrator;
“exempt benchmark submitter” means a person who is exempted under section123ZH(1) from the requirement to be an authorised benchmark submitter;
“exempt person” means a person who is exempted under section99;
(a) | any price, rate, index or value that is—
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(b) | such other price, rate, index or value as may be prescribed by regulations made under section341 as a financial benchmark, |
but does not include—
(c) | a price, rate, index or value determined by, or on behalf of, the Government or a statutory body established under any Act, unless that price, rate, index or value is prescribed as a financial benchmark; |
(d) | a price, rate, index or value determined by a person which is intended to be for the person’s exclusive use in transactions or agreements entered into, or to be entered into, by the person, unless that price, rate, index or value is prescribed as a financial benchmark; |
(e) | the price of a capital markets product; or |
(f) | such other price, rate, index or value as may be prescribed by regulations made under section341 as not being a financial benchmark; |
“financial instrument” includes any currency, currency index, interest rate, interest rate instrument, interest rate index, securities, securities index, a group or groups of such financial instruments, and any other thing that is prescribed by the Authority by regulations made under section341 for the purposes of this definition;
“financial year” has the meaning given by section4(1) of the Companies Act1967;
“firm” has the meaning given by section2(1) of the Business Names Registration Act2014;
“foreign company” has the meaning given by section4(1) of the Companies Act1967;
(a) | a party (called in this definition the franchisor) to the agreement or arrangement authorises or permits another party (called in this definition the franchisee), or a person associated with the franchisee, to exercise the right to engage in the business of offering, selling or distributing goods or services in Singapore under a plan or system controlled by the franchisor or a person associated with the franchisor; |
(b) | the business carried on by the franchisee or the person associated with the franchisee (as the case may be) is capable of being identified by the public as being substantially associated with a trade or service mark, logo, symbol or name identifying, commonly connected with or controlled by the franchisor or a person associated with the franchisor; |
(c) | the franchisor exerts, or has authority to exert, a significant degree of control over the method or manner of operation of the franchisee’s business; |
(d) | the franchisee or a person associated with the franchisee is required under the agreement or arrangement to make payment or give some other form of consideration to the franchisor or a person associated with the franchisor; and |
(e) | the franchisor agrees to communicate to the franchisee, or a person associated with the franchisee, knowledge, experience, expertise, know‑how, trade secrets or other information whether or not it is proprietary or confidential; |
“fund management” has the meaning given in the SecondSchedule;
(a) | an exchange‑traded derivatives contract under which—
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(b) | an exchange‑traded derivatives contract which is an option on an exchange‑traded derivatives contract mentioned in paragraph(a); |
“holding company” has the meaning given by section5(4) of the Companies Act1967;
“leveraged foreign exchange trading” has the meaning given in the SecondSchedule;
“licensed foreign trade repository” means a corporation that has in force a foreign trade repository licence granted by the Authority under section46E(2);
“licensed trade repository” means a corporation that has in force a trade repository licence granted by the Authority under section46E(1);
“limited liability partnership” has the meaning given by section2(1) of the Limited Liability Partnerships Act2005;
(a) | the admission to the official list of the corporation or overseas exchange, of corporations, governments, bodies unincorporate or other persons for the purpose of the quotation on the organised market of the corporation or overseas exchange of securities, securities‑based derivatives contracts or units in a collective investment scheme issued, or made available by such corporations, governments, bodies unincorporate or other persons, or the removal from that official list and for other purposes; or |
(b) | the activities or conduct of corporations, governments, bodies unincorporate and other persons who are admitted to that list, |
whether those rules are made—
(c) | by the corporation or overseas exchange, or are contained in any of the constituent documents of the corporation or overseas exchange; or |
(d) | by another person and adopted by the corporation or overseas exchange; |
“manager”, in relation to a collective investment scheme, means a person, by whatever name called, who is responsible for managing the property of, or operating, the collective investment scheme;
“member”, in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, means a person who holds membership of any class or description in the approved exchange, recognised market operator, approved clearing house or recognised clearing house, whether or not the person holds any share in the share capital of the approved exchange, recognised market operator, approved clearing house or recognised clearing house, as the case may be;
“newspaper” has the meaning given by section2 of the Newspaper and Printing Presses Act1974;
“office copy” has the meaning given by section4(1) of the Companies Act1967;
“officer” has the meaning given by section4(1) of the Companies Act1967;
“organised market” has the meaning given in the FirstSchedule;
“overseas exchange” means a person operating an organised market outside Singapore that is regulated by a financial services regulatory authority of a country or territory other than Singapore;
(a) | for the purposes of Part2, a person who may participate in one or more of the services provided by an approved exchange or a recognised market operator, in its capacity as an approved exchange or a recognised market operator, as the case may be; |
(aa) | for the purposes of Part2A, a person who may participate in one or more of the services provided by a licensed trade repository or licensed foreign trade repository, in its capacity as a licensed trade repository or licensed foreign trade repository, as the case may be; |
(b) | for the purposes of Part3, a person who, under the business rules of an approved clearing house or a recognised clearing house, may participate in one or more of the services provided by the approved clearing house or recognised clearing house, in its capacity as an approved clearing house or a recognised clearing house, as the case may be; or |
(c) | for the purposes of any other provision of this Act, a person who participates in a collective investment scheme by way of owning one or more units in a collective investment scheme; |
“partner” and “manager”, in relation to a limited liability partnership, have the respective meanings given by section2(1) of the Limited Liability Partnerships Act2005;
(a) | Banking Act1970; |
(b) | Finance Companies Act1967; |
(c) | Financial Advisers Act2001; |
(ca) | Financial Services and Markets Act 2022; [Act 18 of 2022 wef 28/04/2023] |
(d) | Insurance Act1966; |
(e) | Monetary Authority of Singapore Act1970; |
(f) | Payment Services Act2019; |
(g) | such other written law as the Authority may prescribe; |
“principal”, in relation to a representative, means a person whom the representative is in the direct employment of, is acting for or is acting by arrangement with, and on behalf of whom the representative carries or will carry out any regulated activity;
“product financing” has the meaning given in the SecondSchedule;
“providing credit rating services” has the meaning given in the SecondSchedule;
“providing custodial services” has the meaning given in the SecondSchedule;
(a) | to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a designated benchmark; and |
(b) | that enables A to determine that designated benchmark; |
(a) | to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a financial benchmark; and |
(b) | that enables A to determine that financial benchmark; |
“provisional representative”, in respect of a type of regulated activity, has the meaning given to that expression by section99E, and “provisional representative” means a provisional representative in respect of any type of regulated activity;
“public company” has the meaning given by section4(1) of the Companies Act1967;
“public register of representatives” means the register of that name under section99C(3);
“quote” means to display or provide, on an organised market of an approved exchange or a recognised market operator, information concerning the particular prices or particular consideration at which offers or invitations to sell, purchase or exchange securities, securities‑based derivatives contracts or units in a collective investment scheme are made on that organised market, being offers or invitations that are intended or may reasonably be expected, to result, directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange securities, securities‑based derivatives contracts or units in a collective investment scheme;
(a) | that is authorised under section286 or recognised under section287; |
(b) | that is a trust; |
(c) | that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and |
(d) | all or any units of which are listed for quotation on an approved exchange; |
“real estate investment trust management” has the meaning given in the SecondSchedule;
“recognised business trust” means a business trust that is recognised by the Authority under section239D(1);
“recognised clearing house” means a corporation that is recognised by the Authority under section51(1)(b) or (2) as a recognised clearing house;
“recognised market operator” means a corporation that is recognised by the Authority under section9(1)(b) or (2) as a recognised market operator;
“record” means information that is inscribed, stored or otherwise fixed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
“registered business trust” has the meaning given by section2 of the Business Trusts Act2004;
“regulated activity” means an activity specified in the SecondSchedule;
“related corporation” has the meaning given by section4(1) of the Companies Act1967;
(a) | in relation to a person (A) who carries on business in any regulated activity, except for the purposes of Part13 and except as otherwise provided for in paragraphs(b) and (c)—
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(b) | in relation to a person (C) that is an authorised benchmark administrator or an exempt benchmark administrator—
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(c) | in relation to a person (E) that is an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter—
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(a) | in the case of a scheme that is constituted as a VCC or a sub‑fund— the VCC; |
(b) | in the case of a scheme that is constituted as a corporation other than a VCC— the corporation; or |
(c) | in the case of any other scheme— the manager for the scheme; |
(a) | shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership; |
(b) | debentures; or |
(c) | any other product or class of products as may be prescribed, |
but does not include—
(d) | any unit of a collective investment scheme; |
(e) | any bill of exchange; |
(f) | any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or |
(g) | such other product or class of products as may be prescribed; |
“securities‑based derivatives contract” means any derivatives contract of which the underlying thing or any of the underlying things is a security or a securities index, but does not include any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section341;
“Securities Industry Council” means the Securities Industry Council referred to in section138;
“share” has the meaning given by section4(1) of the Companies Act1967;
“specified products” means securities, specified securities‑based derivatives contracts or units in a collective investment scheme;
“specified securities‑based derivatives contract” means a securities‑based derivatives contract that is not a futures contract;
“spot contract” means a contract or an arrangement for the sale or purchase of any underlying thing at the spot price, where it is intended for a party to the contract or arrangement to take delivery of the underlying thing immediately or within a period which must not be longer than the period determined by the market convention for delivery of the underlying thing;
“spot foreign exchange contract” has the meaning given in the SecondSchedule;
“sub‑fund” has the meaning given by section2(1) of the Variable Capital Companies Act2018;
“subsidiary” has the meaning given by section5 of the Companies Act1967;
(a) | in relation to a collective investment scheme, means a participant who has an interest or interests in one or more voting units in the scheme, the total votes attached to that unit, or those units, being not less than 5% of the total votes attached to all the voting units in the scheme; or |
(b) | in relation to a business trust, means a person who has an interest or interests in one or more voting units in the business trust, the total votes attached to that unit, or those units, being not less than 5% of the total votes attached to all the voting units in the business trust; |
“Take‑over Code” means the Singapore Code on Take‑overs and Mergers referred to in section139 which is issued by the Authority under section321(1);
(a) | an offer for the acquisition by or on behalf of a person of—
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(b) | a proposed compromise or arrangement which—
and which, if executed, would result in a change in effective control of the public company or corporation within the meaning of the Take‑over Code; |
“temporary representative”, in respect of a type of regulated activity, has the meaning given to that expression by section99F, and “temporary representative” means a temporary representative in respect of any type of regulated activity;
(a) | offers or invitations to enter into, purchase, sell, or exchange capital markets products; |
(b) | executed transactions in capital markets products; |
(c) | transactions cleared or settled by an approved clearing house or a recognised clearing house; or |
(d) | transactions reported to a licensed trade repository or licensed foreign trade repository; |
(a) | in relation to a company, has the meaning given by section4(1) of the Companies Act1967; and |
(b) | in relation to a corporation (other than a company), means any share equivalent to a treasury share in a company; |
(a) | in relation to a registered business trust, has the meaning given by section2 of the Business Trusts Act2004; |
(b) | in relation to a business trust for which an application for registration has been made under section4(1) of the Business Trusts Act2004, means the company proposed to be named as the trustee‑manager in the application made under that section; |
(c) | in relation to a recognised business trust, means the entity which manages and operates the recognised business trust, by whatever name called and whether incorporated or not; and |
(d) | in relation to a business trust for which an application for recognition has been made under section239D(1), means the entity proposed to be managing and operating the trust, by whatever name called and whether incorporated or not; |
(a) | in relation to a derivatives contract or a spot contract—
but does not include any arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by regulations made under section341 not to be an underlying thing in relation to a derivatives contract or a spot contract; and | ||||||||||
(b) | in relation to a financial benchmark—
but does not include any arrangement, event, intangible property or transaction that is, or that belongs to a class of arrangements, events, intangible properties or transactions that is, prescribed by regulations made under section341 not to be an underlying thing in relation to a financial benchmark; |
(a) | in relation to a collective investment scheme, means 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; and |
(b) | in relation to a business trust, has the meaning given by section2 of the Business Trusts Act2004; |
(a) | in relation to a collective investment scheme, means a participant of the scheme; and |
(b) | in relation to a business trust, means a person who holds a unit in the business trust; |
(a) | in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, a person who is—
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(b) | in relation to a licensed trade repository or a licensed foreign trade repository, a person who is—
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(a) | a named user; or |
(b) | a group of users, from which the name of a user can be directly inferred; |
“VCC” means a VCC or variable capital company as defined in section2(1) of the Variable Capital Companies Act2018;
“voting share” has the meaning given by section4(1) of the Companies Act1967;
(a) | in relation to a business trust, means an issued unit in the business trust, other than—
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(b) | in relation to a collective investment scheme, means an issued unit in the scheme, other than—
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(a) | the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owned jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation; | ||||||||
(b) | in the case of a corporation (not being a trustee corporation) that is a trustee (but without limiting paragraph(a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; | ||||||||
(c) | the internal management and proceeding of the corporation; | ||||||||
(d) | any act or thing done (including any contract made and any transaction entered into) by or on behalf of the corporation, or to or in relation to the corporation or its business or property, at a time when—
and without limiting sub‑paragraphs(i) to (iv), any conduct of such a receiver or such a receiver and manager, or such a judicial manager, or any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the corporation; | ||||||||
(e) | the ownership of shares in, debentures of, units of shares in, units of debentures of, and units in a collective investment scheme issued by the corporation; | ||||||||
(f) | the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the corporation or to dispose of, or to exercise control over the disposal of, such shares; | ||||||||
(g) | matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the corporation or are or have been able to control or materially to influence the policy of the corporation; | ||||||||
(h) | the circ*mstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, units of shares in, units of debentures of, or units in a collective investment scheme issued by, the corporation; | ||||||||
(i) | where the corporation has issued units in a collective investment scheme, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the units in a collective investment scheme relate; or | ||||||||
(j) | matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in paragraphs(a) to (i). [40/2018] |
(3)Where the name of a corporation referred to in this Act is changed pursuant to the Companies Act1967, the change of name does not affect the identity of that corporation or the application of the relevant provisions of this Act or any other written law to that corporation.
(a) | the person has an interest or interests in one or more voting shares (excluding treasury shares) in the corporation; and |
(b) | the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in the corporation. [2/2009] |
(a) | the person has an interest or interests in one or more voting shares (excluding treasury shares) in one of those classes; and |
(b) | the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in that class. [2/2009] |
[2/2009]
Associated person
(a) | where the other person is a corporation—
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(b) | where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation, a person with whom the other person has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal, or express or implied—
except that, in relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person; | ||||||
(c) | a person with whom the other person is acting, or proposes to act, in concert in relation to the matter to which the reference relates; | ||||||
(d) | where the matter to which the reference relates is a matter, other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation—
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(e) | a person with whom the other person is, according to any subsidiary legislation made under this Act, to be regarded as associated in respect of the matter to which the reference relates; | ||||||
(f) | a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or | ||||||
(g) | where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person as referred to in paragraph(a), (b), (c), (d), (e) or (f), that last‑mentioned person. |
(2)Where, in any proceedings under this Act, it is alleged that a person referred to in subsection(1)(d)(i) was associated with another person at a particular time, the firstmentioned person is not considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the firstmentioned person at that time knew or ought reasonably to have known the material particulars of that matter.
(a) | that one of those persons (B) provides advice to, or acts on behalf of, A in the proper performance of the functions attaching to B’s professional capacity or to B’s business relationship withA; |
(b) | that one of those persons, a customer, gives specific instructions toA, whose ordinary business includes dealing in capital markets products, to acquire shares on the customer’s behalf in the ordinary course of that business; |
(c) | that one of those persons has sent, or proposes to send, to A a take‑over offer, or has made, or proposes to make, offers under a take‑over announcement, within the meaning of the Take‑over Code, in relation to shares held by A; |
(d) | that one of those persons has appointed A, otherwise than for valuable consideration given by A or by an associate of A, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation. [4/2017] |
Interest in securities, securities‑based derivatives contracts or units in collective investment scheme
[4/2017]
[4/2017]
[4/2017]
(a) | the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person; or |
(b) | the person has a controlling interest in the corporation. [4/2017] |
(a) | a corporation has, or is by the provisions of this section (apart from this subsection) treated as having, an interest in that security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be; and |
(b) | the person, the associates of the person, or the person and the person’s associates are entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation. [4/2017] |
(a) | a subsidiary of that other person; |
(b) | a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) referred to in subsection(5); or |
(c) | a corporation that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be. [35/2014; 4/2017] |
(a) | where the person has entered into a contract to purchase the security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be; | ||||||
(b) | where the person has a right, otherwise than by reason of having an interest under a trust, to have the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be), transferred to the person or to the person’s order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; | ||||||
(c) | where the person has the right to acquire any of the following under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not:
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(d) | where the person is entitled, otherwise than by reason of the person having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to any of the following, as the case may be:
|
[4/2017]
[4/2017]
(a) | an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if the interest is that of a person who holds the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) as bare trustee; | ||||
(b) | an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if—
| ||||
(c) | an interest of a person in a security, securities‑based derivatives contract or unit in a collective investment scheme if that interest is an interest held by the person by reason of the person holding a prescribed office; | ||||
(d) | an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections76B to 76G of the Companies Act1967; | ||||
(e) | a prescribed interest in a security, securities‑based derivatives contract or unit in a collective investment scheme being an interest of such person, or of the persons included in such class of persons, as may be prescribed; | ||||
(f) | for the purposes of Part7, an interest in a securities‑based derivatives contract the obligations under which are to be discharged by one party to the other at some future time by cash settlement only. [4/2017] |
(a) | its remoteness; |
(b) | the manner in which it arose; or |
(c) | the fact that the exercise of a right conferred by the interest is, or is capable of being made subject to restraint or restriction. [4/2017] |
Specific classes of investors
(a) | “accredited investor” means—
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(b) | “expert investor” means—
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(c) | “institutional investor” means—
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(a) | is to be calculated by deducting any outstanding amounts in respect of any credit facility that is secured by the residence from the estimated fair market value of the residence; and | ||||
(b) | is taken to be the lower of the following:
|
(2)The definitions in subsection(1) may be subject to such modifications as the Authority may prescribe for any specified provision of this Act.
Application
[4/2017]