Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Preference Shares) (No. 3) Regulations 2006

No. S 163

Securities and Futures Act

(Chapter 289)

Securities and Futures (Market Conduct) (Exemption for Stabilising Action in Respect of Dealings in Preference Shares) (No. 3) Regulations 2006

In exercise of the powers conferred by section 337(1) of the Securities and Futures Act, the Monetary Authority of Singapore hereby makes the following Regulations:

Citation and commencement

1.  These Regulations may be cited as the Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Preference Shares) (No. 3) Regulations 2006 and shall come into operation on 17th March 2006.

Definitions

2.  In these Regulations, unless the context otherwise requires —

“Dollar Preference Shares” means the fixed to floating rate Non-Cumulative Guaranteed Preferred Securities issued in March 2006 by MUFG Capital Finance 1 Limited for a principal amount of up to US$2,500,000,000, which are guaranteed by Mitsubishi UFJ Financial Group, Inc. on a subordinated basis;

“Euro Preference Shares” means the fixed to floating rate Non-Cumulative Guaranteed Preferred Securities issued in March 2006 by MUFG Capital Finance 2 Limited for a principal amount of up to EURO 1,500,000,000, which are guaranteed by Mitsubishi UFJ Financial Group, Inc. on a subordinated basis;

“Yen Preference Shares” means the fixed to floating rate Non-Cumulative Guaranteed Preferred Securities issued in March 2006 by MUFG Capital Finance 3 Limited for a principal amount of up to ¥150,000,000,000, which are guaranteed by Mitsubishi UFJ Financial Group, Inc. on a subordinated basis;

“securities” has the same meaning as in section 239(1) of the Act;

“stabilising action” means an action taken in Singapore or elsewhere by Merrill Lynch, Pierce, Fenner & Smith Incorporated, or any of its related corporations, to buy, or to offer or agree to buy —

(a) any of the Dollar Preference Shares in order to stabilise or maintain the market price of the Dollar Preference Shares in Singapore or elsewhere;

(b) any of the Euro Preference Shares in order to stabilise or maintain the market price of the Euro Preference Shares in Singapore or elsewhere; or

(c) any of the Yen Preference Shares in order to stabilise or maintain the market price of the Yen Preference Shares in Singapore or elsewhere.

Exemption

3.—(1)  Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the Dollar Preference Shares, within 30 days from the date of issue of the Dollar Preference Shares, with —

(a) an institutional investor;

(b) a relevant person as defined in section 275(2) of the Act; or

(c) a person who acquires the Dollar Preference Shares as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.

(2)  Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the Euro Preference Shares, within 30 days from the date of issue of the Euro Preference Shares, with —

(a) an institutional investor;

(b) a relevant person as defined in section 275(2) of the Act; or

(c) a person who acquires the Euro Preference Shares as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.

(3)  Sections 197 and 198 of the Act shall not apply to any stabilising action taken in respect of any of the Yen Preference Shares, within 30 days from the date of issue of the Yen Preference Shares, with —

(a) an institutional investor;

(b) a relevant person as defined in section 275(2) of the Act; or

(c) a person who acquires the Yen Preference Shares as principal, if the consideration for the acquisition is not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash or by exchange of securities or other assets.

Made this 6th day of March 2006.

HENG SWEE KEAT

Managing Director,
Monetary Authority of Singapore.

[SFD CFD 014/2006; AG/LEG/SL/289/2005/1 Vol. 10]