FAQs on Disclosure of Interests

The Monetary Authority of Singapore, MAS, has published an updated version of its frequently asked questions (FAQs) regarding the „disclosure of interest“, or – in other words – the disclosure of (beneficial) ownership as they relate to real estate investment trusts (REITs), other trusts, listed corporations, and substantial shareholders.
Generally speaking, the document addresses issues such as
(1) The scope and applicability of the disclosure obligations (who must report, the types of interest (ownership) that must be reported);
(2) The notification process itself;
(3) Forms that must be used by notifying (legal) persons to be submitted to MAS;
(4) The electronic filing process and issues arising when filing the forms electronically; and
(5) Notifications regarding transactions that occurred before November 19, 2012.
Besides some editorial changes, this latest revised version contains a new FAQ in Section A of the document pertaining to „Disclosure Obligations Under Part 7 of the SFA“. Specifically, FAQ 19 was added which reads as follows – as quoted:
Q19: How do I determine the date of acquisition of or change in interests in Forms 1, 2, 3, 4, 5 and 6? (page 14)
A19: 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) (section 4(7)(a)).
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 SGX Securities Trading Pte. Ltd. (“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. Ltd. effectively guarantees the delivery of securities. This is consistent with sections 4(1) and 4(7) of the SFA.
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, securitiesbased 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.
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 above is for general reference only. 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.