Welcome to OTC
Welcome to OTC Capital ("OTC"), a market making trading platform for the shares of unlisted Singapore companies. It allows companies to raise new capital in a relatively cost-effective manner. Companies that use OTC to raise funds and allow secondary trading of their shares are only quoted and dealt in OTC and are subject to the admission criteria, continuing obligations and requirements that are set out in the OTC Trading Rules.
From the investors' view point, one need not to be in the league of Venture Capitalists or Private Equity Firms to be able to invest in unlisted securities via the OTC Trading Platform. This platform allows smaller investors to diversify into riskier assets such as unlisted securities and this allows for greater diversification in asset allocation for investors.

About OTC Capital
OTC Capital ("OTC") is a market making trading platform for the securities of unlisted Singapore companies. It facilitates companies to raise new capital in a relatively cost-effective manner and allows the trading of the securities between registered OTC investors with Phillip Securities Pte Ltd ("PSPL") as the market maker.
OTC is not an approved exchange or a market and PSPL is not a recognized market operator market within the meaning of section 6 of the Securities and Futures Act ("SFA"). Therefore, OTC is practically self-regulated within the ambit of any relevant legislation or guidelines issued by the Monetary Authority of Singapore (“MAS”). The operations of OTC are conducted, managed and monitored by the personnel of PSPL and the management of OTC; while the OTC Committee approves the application submissions of companies seeking admission to OTC and also sets the rules of trading, disclosure and continuing obligations of the companies whose securities are quoted.

Offers Exempted from Prospectus
Offers under OTC are made in reliance on the exemption under section 272A (8) (c) of the Securities and Futures Act. They are not made in or accompanied by a prospectus that is registered by Monetary Authority of Singapore. The companies whose securities are quoted on OTC are generally subject to less stringent requirements or different standards of entry requirements and corporate governance relative to those in stock exchanges like SGX. For example, there is no mandatory requirement for applicant companies to demonstrate a profitable track record when seeking admission to OTC; no requirement for independent directors or audit committees; and no specific set of corporate governance codes to abide by. The companies quoted on OTC may be young; have a scalable business model; exhibit potential to grow and the management usually have vested interest in the company as shareholders.

Resale of Securities
(A) in compliance with PART XIII Subdivision (2) and (3) of the SFA;
(B) in reliance on section 272A (8) (c) or any other exemption under any provision of Subdivision (4) of the SFA;
(C) where at least 6 months have elapsed from the date the securities were acquired under the initial offer, in reliance on the exemption under section 272A (1) of the SFA
Pursuant to the exemption from section 272A(8)(C)(iii) of SFA, the investor is not required to provide a statement in writing under section 272A(8)(C)(iii)(A) and the notification in writing under section 272A(8)(C)(iii)(B) of the Securities and Futures Act where the OTC securities are sold back to the market maker.