28 March 2018

Pursuant to the Securities and Futures (Disclosure of Interests) (Amendment) Regulations 2018 (“Amendment Regulations”), new provisions are introduced in the Securities and Futures (Disclosure of Interests) Regulations 2012 (“Regulations”) with effect from 19 March 2018 to extend the application of the provisions in the Securities and Futures Act (“SFA”) relating to the disclosure requirements by substantial shareholders in Singapore Exchange (“SGX”) listed corporations to unlisted business trusts.

Under the Amendment Regulations, an “unlisted business trust” refers to an unlisted recognised business trust or unlisted registered business trust.

The Amendment Regulations provide primarily for the following (with the necessary modifications):

  • Duty of substantial unitholder to notify trustee-manager of interests

Broadly, sections 135, 136 and 137 of the SFA impose an obligation on a substantial shareholder of an SGX listed corporation to notify the corporation within two business days of his becoming a substantial shareholder in the corporation or of any change in percentage level of his shareholding or if he ceases to be a substantial shareholder.The Amendment Regulations provide that sections 135, 136 and 137 of the SFA apply to a person who is a substantial unitholder of an unlisted business trust as they apply to a substantial shareholder of an SGX listed corporation.

  •  Beneficial owner to ensure notification by person who holds, acquires or disposes of interest on behalf of beneficial owner

Under section 137A of the SFA, a person who authorises another person to hold, acquire or dispose of, on his behalf, voting shares or an interest or interests in voting shares of an SGX listed corporation must take reasonable steps to ensure the other person notifies him as soon as practicable and in any case, no later than two business days, after any acquisition or disposal effected by the other person on his behalf which will or may give rise to an obligation to give notice of substantial shareholding, change in substantial shareholding or cessation of substantial shareholding.The Amendment Regulations provide that section 137A of the SFA applies to voting units in an unlisted business trust in the same manner in which it applies to voting shares in an SGX listed corporation.

  • Notification by person who holds, acquires or disposes of interests for benefit of another person

Section 137B of the SFA requires a person who holds voting shares in an SGX listed corporation (“Registered Holder”) in which another person has an interest (“Interested Person”) to give to the Interested Person a notice of any acquisition or disposal of any of such shares effected by the Registered Holder. Such notification must be given as soon as practicable and in any case, no later than two business days, after acquiring or disposing of those shares. 

The Amendment Regulations provide that section 137B of the SFA applies to voting units in an unlisted business trust in the same manner in which it applies to voting shares in an SGX listed corporation.

  • Trustee-manager to keep register of substantial unitholdersSection 137C of the SFA imposes obligations on an SGX listed corporation with regard to the registration of notifications of substantial shareholding interests it receives. In particular, the corporation must keep a register of substantial shareholding interests in which it must enter specified information.

The Amendment Regulations provide that section 137C of the SFA applies to a trustee‑manager of an unlisted business trust in the same manner in which it applies to an SGX listed corporation.

Reference materials

The following materials are available on the Singapore Statutes Online website sso.agc.gov.sg:

 

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