SINGAPORE Law and Practice Contributed by: David He, Benjamin Teo, Kinnari Sahita and Binh Vong, Gunderson Dettmer Singapore LLP
limitations placed by the company on the num - ber of shares tendered by such employees. The company then selects certain buyers to submit a tender offer, and acts as the transfer agent for such shares.
SGD5 million within a 12-month period will be exempt from prospectus requirements. “Person- al” offers may only be accepted by the offeree in question and can only be made to persons that are likely to be interested in the offer based on past contact or connections. ESOPs Section 273(1)(i) and (4) of the SFA provide that offers of securities under employee share schemes to “qualifying persons” will be exempt from prospectus requirements. These “qualify - ing persons” are directors, employees (including former employees), consultants, advisers, and, in the case of directors and employees, their immediate family members. In addition to complying with the SFA, Singa - pore-based start-ups should be mindful of com - pliance with the securities laws of the jurisdic - tions in which their prospective investors reside. 7.2 Restrictions Foreign Direct Investment Considerations Singapore is generally regarded as a friendly jurisdiction for foreign direct investment, but, like many countries, foreign investments are subject to strict anti-bribery, anti-money laundering and counter-terrorism financing regulations. Further, in a subset of regulated sectors (such as finan - cial services, media, telecommunications and utilities), foreign investment may require regula - tory approval and may, in some cases, be sub - ject to foreign ownership limitations. Singapore’s Significant Investments Review Act came into force on 28 March 2024, whereby investors in designated entities identified as criti - cal to Singapore’s national security interests are required to:
7. Regulation 7.1 Securities Offerings
The Singapore Securities and Futures Act 2001 (SFA) provides that all offers of securities by a Singapore company are subject to prospectus requirements, unless such offer falls within a list of exemptions. Common exemptions include the following. Institutional and Accredited Investors Subject to conditions set out in Sections 274 and 275 of the SFA, offers of securities to “insti- tutional investors” and “accredited investors” (as defined in the SFA) will be exempt from prospec - tus requirements. As an anti-avoidance mecha - nism to prevent the circumvention of prospectus requirements, shares allotted and issued under such exemptions are not permitted to be sold (save to other persons specified in Sections 274 and 275 of the SFA) within the first six months of such shares being acquired. Private Placements Subject to conditions set out in Section 272B of the SFA, offers of securities to no more than 50 offerees within a 12-month period will be exempt from prospectus requirements. The 50-person limit is based on investors that are offered securities, and not on the number who ultimately invest. Small Offers Subject to conditions set out in Section 272A of the SFA, “personal” offers of securities of up to
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