SINGAPORE Law and Practice Contributed by: Lee Xin Mei, Cheryl Tan, Eugene Lee and Benjamin Liew, Rajah & Tann Singapore LLP
3.10 Offering Memoranda An offering memorandum is typically used to market the notes to investors. It is also required for purposes of listing the notes on the Singapore Exchange Securities Trading Limited (SGX-ST), whose rules relat - ing to the listing of wholesale debt require that an offering document contains information that investors customarily expect to see. As notes are typically not sold to the retail public in reliance on the wholesale exemption from pro - spectus registration, there are no express rules on the contents of the offering document. The offering document in a securitisation trans - action customarily provides information on the issuer, and outlines in detail the terms of the securities and the characteristics of the secu - ritised assets.
4.2 General Disclosure Laws or Regulations
All offers of debt securities must comply with the prospectus requirements set out in the SFA, unless the offer is either excluded or exempted from the prospectus requirements. Most securitisation transactions are structured in reliance on Sections 274 and 275 of the SFA, where the offer is made to institutional or speci - fied persons (including accredited investors) and so do not require a registered prospectus. 4.3 Credit Risk Retention Singapore has not implemented express legis - lation or regulatory requirements on credit risk retention which are similar to the credit risk- retention rules effected in other jurisdictions in Europe and the United States of America. 4.4 Periodic Reporting There are no laws or regulations requiring any periodic reporting on a securitisation transac - tion. However, MAS Notice 628 (Securitisation) (“Notice 628”) sets out investor disclosure and MAS notification requirements after completion of the securitisation transaction. In addition, MAS Notice 637 (Risk-based capital adequacy requirements for banks incorporated in Sin - gapore) (“Notice 637”) also requires issues of covered bonds to publicly disclose on a regular basis that the cover pool meets the over-collat - eralisation requirement of 10% at all times, if the relevant legislative framework for such covered bonds does not stipulate so. Please refer to 4.9 Banks Securitising Financial Assets for further information. Companies whose debt securities are listed on the SGX-ST are required to comply with the obli - gations set out in the Listing Manual of the SGX-
4. Laws and Regulations Specifically Relating to Securitisation 4.1 Specific Disclosure Laws or Regulations
There are no specific disclosure requirements relating to securitisation under Singapore law. Depending on the nature of the securitisation transaction, consideration should be given to any applicable disclosure rules in other jurisdic - tions which could be relevant. Please also see 4.2 General Disclosure Laws or Regulations .
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