s 273 Offer made under certain circumstances
273.—(1) Subject to subsection (5), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts if —(a) it is made in connection with a take‑over offer which is in compliance with the Take‑over Code; (b) it is made in connection with an offer for the acquisition by or on behalf of a person of some or all of the shares in an unlisted corporation or some or all of the shares of a particular class in an unlisted corporation —(i) to all members of the corporation or all members of the corporation holding shares of that class; or (ii) where the person already holds shares in the corporation, to all other members of the corporation or all other members of the corporation holding shares of that class, where such offer is in compliance with the laws, codes and other requirements (whether or not having the force of law) relating to take‑overs of the country in which the corporation was incorporated; (c) it is made in connection with a proposed compromise or arrangement between —(i) an unlisted corporation and its creditors or a class of them; or (ii) an unlisted corporation and its members or a class of them, and such proposed compromise or arrangement and the execution thereof is in compliance with the laws, codes and other requirements (whether or not having the force of law) relating to take‑overs, compromises and arrangements of the country in which the corporation was incorporated; (ca) it is made in connection with an offer for the acquisition by or on behalf of a person of some or all of the shares in a corporation or some or all of the shares of a particular class in a corporation —(i) to all members of the corporation or all members of the corporation holding shares of that class; or (ii) where the person already holds shares in the corporation, to all other members of the corporation or all other members of the corporation holding shares of that class, and such offer complies with the Take‑over Code as though the Take‑over Code is applicable to it; (cb) it is made in connection with a proposed compromise or arrangement between —(i) a corporation and its creditors or a class of them; or (ii) a corporation and its members or a class of them, and such proposed compromise or arrangement and the execution thereof complies with the Take‑over Code as though the Take‑over Code is applicable to it; (cc) it is an offer to enter into an underwriting agreement relating to securities or securities‑based derivatives contracts; (cd) it is an offer of securities (not being SDRs) or securities‑based derivatives contracts of an entity —(i) being an entity which is formed or constituted in Singapore or otherwise, whose securities or securities‑based derivatives contracts are not listed for quotation on an approved exchange; or (ii) being an entity which is not formed or constituted in Singapore, whose securities or securities‑based derivatives contracts are listed for quotation on an approved exchange and such listing is not a primary listing, where the offer is made to — (iii) existing members or debenture holders of that entity; or (iv) existing holders of SDRs with shares or debentures of that entity as the underlying securities, (called X in this paragraph), whether or not the offer is renounceable in favour of persons other than X; [Act 12 of 2026 wef 29/06/2026] (cda) it is an offer of SDRs, where the entity whose securities are the underlying securities of those SDRs —(i) is an entity which is formed or constituted in Singapore or otherwise, and the securities or securities‑based derivatives contracts of which are not listed for quotation on an approved exchange; or (ii) is an entity which is not formed or constituted in Singapore, and the securities or securities‑based derivatives contracts of which are listed for quotation on an approved exchange and such listing is not a primary listing, and where the offer is made to — (iii) existing members or debenture holders of that entity; or (iv) existing holders of SDRs with shares or debentures of that entity as the underlying securities, (called X in this paragraph), whether or not the offer is renounceable in favour of persons other than X; [Act 12 of 2026 wef 29/06/2026] (ce) it is an offer of shares or debentures of an entity, or of SDRs with shares or debentures of an entity as the underlying securities, made to —(i) any existing member or debenture holder of that entity; or (ii) any existing holder of an SDR with shares or debentures of that entity as the underlying securities, where shares of that entity are listed for quotation on an approved exchange; [Act 12 of 2026 wef 29/06/2026] (cf) it is an offer of debentures of an entity made to any existing debenture holder of the entity whose debentures are listed for quotation on an approved exchange; (cg) it is an offer of units of shares or debentures of an entity made to —(i) any existing member or debenture holder of that entity; or (ii) any existing holder of an SDR with shares or debentures of that entity as the underlying securities, (called X in this paragraph), where — (iii) shares of that entity are listed for quotation on an approved exchange; and (iv) such units may only be exercised or converted by X into shares or debentures (as the case may be) of that entity;[Act 12 of 2026 wef 29/06/2026] (ch) it is an offer of units of debentures of an entity made to any existing debenture holder of the entity whose debentures are listed on an approved exchange, where such units may only be exercised or converted by any existing debenture holder into debentures of the entity; (ci) it is an offer of securities or securities‑based derivatives contracts of a corporation made in the circumstances specified under section 178 of the Insolvency, Restructuring and Dissolution Act 2018; (cj) it is an offer of —(i) units in a business trust; or (ii) SDRs with units in a business trust as the underlying securities, being a business trust whose units are listed for quotation on an approved exchange, where the offer is made to — (iii) any existing unitholder of the business trust; (iv) any existing holder of any debenture of the trustee‑manager of the business trust that is issued by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust (called in this paragraph a debenture of the business trust); or (v) any existing holder of an SDR with units in the business trust or debentures of the business trust as the underlying securities;[Act 12 of 2026 wef 29/06/2026] (ck) it is an offer of derivatives of units in a business trust, whose units are listed for quotation on an approved exchange, made to —(i) any existing unitholder of the business trust, where such derivatives of units may only be exercised or converted by the existing unitholder into units of the business trust;[Act 12 of 2026 wef 29/06/2026] (ii) any existing holder of any debenture of the trustee‑manager of the business trust that is issued by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust (called in this paragraph a debenture of the business trust), where such derivatives of units may only be exercised or converted by the existing holder into units in the business trust; or[Act 12 of 2026 wef 29/06/2026] (iii) any existing holder of an SDR with units in the business trust or debentures of the business trust as the underlying securities, where such derivatives of units may only be exercised or converted by the existing holder into units in the business trust;[Act 12 of 2026 wef 29/06/2026] (cl) it is an offer of units or derivatives of units in a business trust —(i) being a business trust which is registered in Singapore or otherwise, whose units or derivatives of units are not listed for quotation on an approved exchange; or (ii) being a business trust which is not registered in Singapore, whose units or derivatives of units are listed for quotation on an approved exchange and such listing is not a primary listing, where the offer is made to — (iii) any existing unitholder of the business trust; (iv) any existing holder of any debenture of the trustee‑manager of the business trust that is issued by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust (called in this paragraph a debenture of the business trust); or (v) any existing holder of an SDR with units in the business trust or debentures of the business trust as the underlying securities, (called X in this paragraph), whether or not the offer is renounceable in favour of persons other than X; [Act 12 of 2024 wef 24/01/2025] [Act 12 of 2026 wef 29/06/2026] (cm) it is an offer of SDRs with units in a business trust as the underlying securities, being a business trust —(i) which is registered in Singapore or otherwise, and the units or derivatives of units of which are not listed for quotation on an approved exchange; or (ii) which is not registered in Singapore, and the units or derivatives of units of which are listed for quotation on an approved exchange and such listing is not a primary listing, where the offer is made to — (iii) any existing unitholder of the business trust; (iv) any existing holder of any debenture of the trustee‑manager of the business trust that is issued by the trustee‑manager of the business trust in its capacity as trustee‑manager of the business trust (called in this paragraph a debenture of the business trust); or (v) any existing holder of an SDR with units in the business trust or debentures of the business trust as the underlying securities, (called X in this paragraph), whether or not the offer is renounceable in favour of persons other than X; [Act 12 of 2026 wef 29/06/2026] (d) it is an offer of shares or debentures (not being such excluded shares or excluded debentures as the Authority may prescribe) that have been previously issued, are listed for quotation or quoted on an approved exchange, and are traded on the exchange; (da) it is an offer of units in a business trust (not being such excluded units in a business trust as may be prescribed by regulations made under section 341) that —(i) have been previously issued; (ii) are listed for quotation or quoted on an approved exchange; and (iii) are traded on the approved exchange; (e) it is an offer of securities‑based derivatives contracts (not being such excluded securities‑based derivatives contracts as may be prescribed by regulations made under section 341) that —(i) have been previously issued; (ii) are listed for quotation or quoted on an approved exchange; and (iii) are traded on the approved exchange; (ea) it is an offer of SDRs with underlying securities that are not excluded shares, debentures or units in a business trust mentioned in paragraph (d) or (da), where the SDRs —(i) have been previously issued; (ii) are listed for quotation or quoted on an approved exchange; and (iii) are traded on the approved exchange;[Act 12 of 2026 wef 29/06/2026] (f) it is an offer of securities‑based derivatives contracts (not being such excluded securities‑based derivatives contracts as may be prescribed by regulations made under section 341) where —(i) the discharge of the obligations under, or the value of, the securities‑based derivatives contracts is determined wholly (whether directly or indirectly) by reference to, is derived from, or varies by reference to the value or amount of one or more securities indices; and (ii) an application has been or will be made for permission for the securities‑based derivatives contracts to be listed for quotation or quoted on an approved exchange; (g) it is an offer of securities‑based derivatives contracts (not being such excluded securities‑based derivatives contracts as may be prescribed by regulations made under section 341) where —(i) the obligations under the securities‑based derivatives contracts are to be discharged by one party to the other at some future time by cash settlement only; (ii) all underlying securities of the securities‑based derivatives contracts have been previously issued and are listed for quotation on an organised market (not being such excluded organised market as may be prescribed by regulations made under section 341); and (iii) either of the following is satisfied:(A) an application has been or will be made for permission for the securities‑based derivatives contracts to be listed for quotation or quoted on an approved exchange; (B) the offer complies with such disclosure requirements prescribed by regulations made under section 341; (h) it is an offer of securities‑based derivatives contracts (not being such excluded securities‑based derivatives contracts as may be prescribed by regulations made under section 341) where —(i) the obligations under the securities‑based derivatives contracts are to be discharged by one party to the other at some future time other than by cash settlement only; (ii) all underlying securities of the securities‑based derivatives contracts have been previously issued and are listed for quotation on an approved exchange or a recognised securities exchange; and (iii) an application has been or will be made for permission for the securities‑based derivatives contracts to be listed for quotation or quoted on an approved exchange; (i) it is an offer of securities (not being SDRs) or securities‑based derivatives contracts, whether or not previously issued, by an entity to a qualifying person, where the securities or securities‑based derivatives contracts are to be held by or for the benefit of the qualifying person and are the securities or securities‑based derivatives contracts of the entity or any of its related parties;[Act 12 of 2026 wef 29/06/2026] (ia) it is an offer of SDRs, whether or not previously issued, made or treated under section 239AA as made by an entity to a qualifying person, where the SDRs are to be held by or for the benefit of the qualifying person, and the underlying securities of the SDRs are the securities of that entity or any of its related parties;[Act 12 of 2026 wef 29/06/2026] (j) it is an offer of securities (not being SDRs) or securities‑based derivatives contracts, whether or not previously issued, by a trustee‑manager of a business trust to a qualifying person, where the securities or securities‑based derivatives contracts are to be held by or for the benefit of the qualifying person and are the securities or securities‑based derivatives contracts of the business trust or any of its related parties; or[2/2009; 4/2017; 40/2018] [Act 12 of 2026 wef 29/06/2026] (k) it is an offer of SDRs, whether or not previously issued, made or treated under section 239AA as made by a trustee‑manager of a business trust to a qualifying person, where the SDRs are to be held by or for the benefit of the qualifying person, and the underlying securities of the SDRs are the securities of the business trust or any of its related parties.[Act 12 of 2026 wef 29/06/2026] (1AA) For the purposes of subsection (1)(cd) and (cda), securities of an entity are treated as being listed for quotation on an approved exchange if SDRs with securities of the entity as the underlying securities are listed for quotation on the approved exchange.[Act 12 of 2026 wef 29/06/2026] (1AB) For the purposes of subsection (1)(ce) and (cg)(iii), shares of an entity are treated as being listed for quotation on an approved exchange if SDRs with shares of the entity as the underlying securities are listed for quotation on the approved exchange.[Act 12 of 2026 wef 29/06/2026] (1AC) For the purposes of subsection (1)(cj), (ck), (cl) and (cm), units in a business trust are treated as being listed for quotation on an approved exchange if SDRs with units in the business trust as the underlying securities are listed for quotation on the approved exchange.[Act 12 of 2026 wef 29/06/2026] (1A) An offer of securities or securities‑based derivatives contracts does not come within subsection (1)(d), (da), (e), (ea) or (h) if —(a) the securities or securities‑based derivatives contracts being offered are borrowed by the issuer from any of the following persons solely for the purpose of facilitating the offer of securities or securities‑based derivatives contracts by the issuer:(i) an existing shareholder of the issuer; (ii) an existing holder of a debenture of the issuer;[Act 12 of 2026 wef 29/06/2026] (iia) an existing holder of an SDR with shares or debentures of the issuer as the underlying securities;[Act 12 of 2026 wef 29/06/2026] (iii) where the securities or securities‑based derivatives contracts offered are units or derivatives of units in a business trust, or SDRs with units in a business trust as the underlying securities —(A) an existing unitholder of the business trust; (B) an existing holder of derivatives of units in the business trust; or (C) an existing holder of an SDR with units in the business trust as the underlying securities;[Act 12 of 2026 wef 29/06/2026] (iv) a holder of units of shares or debentures of the issuer;[Act 12 of 2024 wef 24/01/2025] (b) such borrowing is made under an agreement or arrangement between the issuer and the person mentioned in paragraph (a) which promises the issue or allotment of securities or securities‑based derivatives contracts by the issuer to the person at the same time or shortly after the offer; and[4/2017] [Act 12 of 2024 wef 24/01/2025] (c) in the case of an offer of securities-based derivatives contracts, the obligations under the contracts are not obligations to be discharged by one party to the other at some future time by cash settlement only.[Act 12 of 2024 wef 24/01/2025] [Act 12 of 2026 wef 29/06/2026] (1AAA) For the purposes of subsection (1A)(a), the issuer is treated as having borrowed the securities being offered for the purpose of facilitating an offer of securities if —(a) where the securities being offered are not SDRs — the issuer borrowed SDRs with those securities as the underlying securities; or (b) where the securities being offered are SDRs — the issuer borrowed securities that are to form the underlying securities of those SDRs.[Act 12 of 2026 wef 29/06/2026] (1B) Subdivision (1A) of this Division does not apply to any offer of units in a business trust or derivatives of units in a business trust of a kind described in subsection (1)(b), (c), (cc), (cl) or (j).[Act 12 of 2024 wef 24/01/2025] (2) An offer of securities or securities‑based derivatives contracts comes within subsection (1)(i), (ia), (j) or (k) only if no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred —(a) for administrative or professional services; or (b) by way of commission or fee for services rendered by —(i) the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts; (ii) an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; (iii) a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or (iv) a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts.[4/2017] [Act 12 of 2026 wef 29/06/2026] (3) [Deleted by Act 1 of 2005] (4) For the purposes of subsection (1)(i), (ia), (j) and (k) —(a) a person is a qualifying person in relation to an entity if the person is —(i) a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the entity or a related corporation of that entity (being a corporation); or (ii) the spouse, widow, widower or a child, adopted child or stepchild below the age of 18, of such director or equivalent person, former director or equivalent person, employee or former employee; and (b) a person is a qualifying person in relation to a business trust if the person is —(i) a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the trustee‑manager of the business trust or a related corporation of that trustee‑manager (being a corporation); or (ii) the spouse, widow, widower or a child, adopted child or stepchild below the age of 18, of such director or equivalent person, former director or equivalent person, employee or former employee.[4/2017] [Act 12 of 2026 wef 29/06/2026] (5) Where, on the application of any person interested, the Authority declares that circumstances exist whereby —(a) the cost of providing a prospectus for an offer of securities or securities‑based derivatives contracts outweighs the resulting protection to investors; or (b) it would not be prejudicial to the public interest if a prospectus were dispensed with for an offer of securities or securities‑based derivatives contracts, then Subdivisions (1A), (2) and (3) of this Division (other than section 257) do not apply to such an offer for a period of 6 months from the date of the declaration. [4/2017] [Act 12 of 2024 wef 24/01/2025] (6) The Authority may, on making a declaration under subsection (5), impose such conditions or restrictions on the offer as it may determine. (7) A declaration made under subsection (5) is final. (8) Any person who contravenes any of the conditions or restrictions specified in the declaration made 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. (8A) A person must not —(a) advertise an offer or intended offer of any securities or securities‑based derivatives contracts mentioned in subsection (1)(d), (da), (e), (ea), (f), (g) or (h); or[Act 12 of 2024 wef 24/01/2025] [Act 12 of 2026 wef 29/06/2026] (b) publish a statement that —(i) directly or indirectly, refers to an offer or intended offer of any securities or securities‑based derivatives contracts mentioned in subsection (1)(d), (da), (e), (ea), (f), (g) or (h); or[Act 12 of 2024 wef 24/01/2025] [Act 12 of 2026 wef 29/06/2026] (ii) is reasonably likely to induce persons to subscribe for or purchase the securities or securities‑based derivatives contracts to which the offer relates, unless the advertisement or publication complies with such requirements as may be prescribed by regulations made under section 341. [4/2017] (8B) Any person who contravenes subsection (8A), or who knowingly authorises or permits the publication or dissemination of any advertisement or statement referred to in that subsection, 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] (9) In subsection (1)(b) and (c), “unlisted corporation” means a corporation —(a) that is not a company; and (b) the shares or debentures, or units of shares or debentures, of which are not listed for quotation on any approved exchange.[4/2017] (10) In subsection (1)(ca) and (cb), “corporation” means a corporation that is not a company.