Significance: In Public Prosecutor v Tay Chee Ming  SGMC 1, the court found a company director and shareholder, Tay, guilty of an offence under section 240 of the Securities and Futures Act (Cap. 289) (SFA) for raising funds from the public in Singapore through offers of convertible loan agreements (CLA) with investors by his company. Tay was sentenced to imprisonment for 15 months. Tay raised about S$8 million in total.
This appears to be the first court decision on the offence and a discussion on the small offer exemption under section 272A(1) of the SFA, which is one of the safe harbour exemptions from prospectus requirements for businesses to raise funds. The private placement exemption in section 272B of the SFA was not raised by the accused and so was not considered.
Continue reading “Case: Offence of Raising Funds Without Prospectus and Small Offer Exemption”
The Monetary Authority of Singapore (MAS) recently issued a circular No. CMI 27/2018 on “Controls And Disclosures To Be Implemented By Licensed Securities-Based Crowdfunding Operators”.
This Circular sets out requirements on licensed Securities-Based Crowdfunding (SCF) operators in 5 areas:
- Due diligence checks on issuers.
- Management of issuer defaults.
- Management of SCF platform cessation.
- Disclosure of interest and default rates.
- Governance and management of auto-allocation tools.
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Updated: Cryptocurrency and digital token exchanges may be market operators or digital payment token exchange
Cryptocurrency and digital token exchanges (“Token Exchanges
”) which allow the trading and exchange of any token which are “capital markets products”, that is securities, shares, bonds, debentures, units in collective investment schemes, regulated under the SFA would likely be deemed to be market operators: see Case Study 6 of the Guide to Digital Token Offerings issued on 14 November 2017, revised on 30 November 2018 (the “DTO Guide
Token Exchanges which do not allow trading of any capital markets products regulated under the SFA would not be deemed market operators. However, the Monetary Authority of Singapore (“MAS
”) will regulate such exchanges which allow trading of cryptocurrency and digital payment tokens (or virtual currencies) that are not security tokens under a proposed new Payments Services Act (“PSA
“): see analysis of the Payment Services Bill here
Operators of Token Exchanges that allow trading of “capital markets products” will need to obtain MAS’s approval, recognition or exemption under the SFA.
Operators of Token Exchanges that allow trading of digital payment tokens that are not security tokens or “capital markets products” will need to apply for a licence from MAS under the PSA. Exchanges licensed under the PSA to perform such activities will be required to comply with AML/CFT requirements, including those relating to identification and verification of customer, ongoing monitoring, screening for ML/TF concerns, suspicious transaction reporting and record keeping. More information on this will emerge subsequently.
Continue reading “Legislative Update: Market Operators in Singapore – Cryptocurrency and Digital Token Exchanges”
In January 2017, Parliament passed the Securities and Futures (Amendment) Act 2017 which sought to make changes to the Securities and Futures Act (SFA) administered by the Monetary Authority of Singapore (MAS).
It has come into force on 8 October 2018.
Key changes are as follows.
Continue reading “Legislative Update: Securities and Futures (Amendment) Act 2017”