MAS revises FAQs on Disclosure of Interests to provide guidance on determining date of acquisition of or change in interests under Part 7 of Securities and Futures Act 2001

8 December 2023

On 2 November 2023, the Monetary Authority of Singapore (“MAS”) issued a revised version of the FAQs on Disclosure of Interests (“FAQs”) to provide guidance on the determination of the date of acquisition of or change in interests under Part 7 (Disclosure of Interests) of the Securities and Futures Act 2001 (“SFA”) (“Part 7”).

Background

The FAQs provide guidance to reporting persons on their disclosure obligations under Part 7. Part 7 imposes an obligation on:

  • a director or chief executive officer of a listed corporation (except a foreign corporation with a secondary listing on the approved exchange), trustee-manager of a listed business trust (“BT”) or responsible person for a listed real estate investment trust (“REIT”);
  • a substantial shareholder of a listed corporation (except a foreign corporation with a secondary listing on the approved exchange) or substantial unitholder of a listed/unlisted BT or listed REIT;
  • a shareholder of an unlisted trustee-manager of a listed BT or unlisted responsible person of a listed REIT; and
  • a trustee-manager of a listed BT or responsible person of a listed REIT,

to disclose interests, or changes in interests, in securities, relevant securities-based derivatives contracts and relevant units, to listed issuers and unlisted BTs.

Reporting persons are required to give notice using only notification forms which are prescribed by MAS. These include Forms 1, 2, 3, 4, 5 and 6.

Listed issuers are also required to disseminate the notices received from the above reporting persons to the organised market.

Section 4(1) of the SFA states that, subject to section 4 of the SFA, a person has an interest in securities, securities-based derivatives contracts or units in a collective investment scheme if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be). Further, section 4(7) of the SFA sets out the circumstances where a person is treated as having an interest in securities, securities-based derivatives contracts or units in a collective investment scheme, including where the person has entered into a contract to purchase the securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be).

Determination of date of acquisition of or change in interests

The FAQs have been revised to provide the following guidance on determining the date of acquisition of or change in interests in Forms 1, 2, 3, 4, 5 and 6:

  • Acquisition or disposal via secondary market transaction executed on SGX-ST: For an acquisition or a disposal of securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be) via a secondary market transaction executed on Singapore Exchange Securities Trading Limited (“SGX-ST”), it would generally be appropriate to refer to the date of trade on SGX-ST as the date on which the buyer or seller is regarded as having acquired or disposed of those interests (as the case may be), as the clearing and settlement process under The Central Depository (Pte) Limited effectively guarantees the delivery of securities. This is consistent with sections 4(1) and 4(7) of the SFA.
  • Acquisition via off-market transaction: For an acquisition of securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be) via off-market transaction, it would generally be appropriate to refer to the date that the transaction was entered into (e.g. date of the contract to purchase the securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be)) as the date on which the buyer is regarded as having acquired those interests, consistent with section 4(7) of the SFA.
  • Disposal via off-market transaction: For a disposal of securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be) via off-market transaction, it would generally be appropriate to refer to the date of delivery of the securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be) to the buyer (i.e. date on which the legal title of the securities, securities-based derivatives contracts or units in a collective investment scheme (as the case may be) is transferred) as the date on which a seller is regarded as having disposed of his or her interests, consistent with section 4(1) of the SFA.

The FAQs state that the above guidance is for general reference only and that the specific facts and circumstances of each case must be considered when determining the date of acquisition of or change in interests in Forms 1, 2, 3, 4, 5 and 6.

Reference materials

The FAQs on Disclosure of Interests are available on the MAS website www.mas.gov.sg.