26 February 2019
On 18 January 2019, the Monetary Authority of Singapore (“MAS”) issued the Guidelines on Electronic Offers of Securities, Securities-based Derivatives Contracts or Units in Collective Investment Schemes (“Guidelines”). The Guidelines were previously titled “Internet Guidelines” and was issued on 25 June 2002.
The Guidelines primarily govern the offer of securities and securities-based derivatives contracts and units in collective investment schemes (“CIS units”) made through the Internet, including offers made via Internet banking platforms and mobile applications. Certain provisions in the Guidelines also apply to offers made using automated teller machines (“ATMs”).
The Securities and Futures Act (“SFA”) provides, among other things, that no person shall make an offer of securities, securities-based derivatives contracts or CIS units to the public for subscription or purchase, or an invitation to the public to subscribe for or purchase securities or securities-based derivatives contracts in a company, unless such an offer or invitation is made in or accompanied by the relevant offering documents (including a prospectus, an offer information statement and a product highlights sheet) (“Offering Documents”) in respect of the offer or invitation that are lodged with or registered by MAS. Accordingly, no offering marketing materials inviting applications from or making offers to the public for the subscription or purchase of securities, securities-based derivatives contracts or CIS units may be posted on the Internet before the relevant Offering Documents have been first lodged with or registered by MAS. The Guidelines set out the conditions for satisfying the requirements under the SFA for an offer to be made in or accompanied by the relevant Offering Documents when an offer is made through the Internet.
The Guidelines were revised on 18 January 2019 and contain new requirements on the cautionary statements that must be displayed on the Internet and on ATMs to a potential investor before the investor is able to apply to subscribe for securities, securities-based derivatives contracts or CIS units.
In addition, the Guidelines cover security issues concerning electronic versions of Offering Documents, electronic subscriptions of securities, securities-based derivatives contracts or CIS units, and the actions to be taken by an offeror when an offer closes.