PART XIII
OFFERS OF INVESTMENTS
Division 1 — Securities and Securities-based Derivatives Contracts
[Act 4 of 2017 wef 08/10/2018]
Subdivision (1) — Interpretation
Preliminary provisions
239.—(1)  In this Division —
“borrowing entity” means an entity that is or will be under a liability (whether or not such liability is present or future) to repay any money received by it in response to an invitation to subscribe for or purchase debentures of the entity;
[Deleted by Act 2/2009 wef 29/07/2009]
“control”, in relation to an entity, means the capacity of a person to determine the outcome of decisions on the financial and operating policies of the entity, having regard to —
(a)the influence which the person can, in practice, exert on the entity (as opposed to the rights which the person can exercise in the entity); and
(b)any practice or pattern of behaviour of the person affecting the financial or operating policies of the entity (even if such practice or pattern of behaviour involves a breach of an agreement or a breach of trust),
but does not include any capacity of a person to influence decisions on the financial and operating policies of the entity if such influence is required by law or under any contract or order of court to be exercised for the benefit of other persons;
“dealing in capital markets products”, in respect of capital markets products that are securities or securities-based derivatives contracts, means (whether as principal or agent) —
(a)making or offering to make with any person; or
(b)inducing or attempting to induce any person to enter into or to offer to enter into,
any agreement for or with a view to acquiring, disposing of, subscribing for, entering into, effecting, arranging or underwriting any securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
[Deleted by Act 4/2017 wef 08/10/2018]
“debenture issuance programme” means any scheme or arrangement by an entity for the issue of debentures or units of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently;
“expert” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“guarantor entity”, in relation to a borrowing entity, means an entity that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing entity in response to an invitation to subscribe for or purchase debentures of the borrowing entity;
“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister;
“issuer” means —
(a)in relation to an offer of securities or securities-based derivatives contracts (other than units or derivatives of units in a business trust), the entity that issues or will be issuing the securities or securities-based derivatives contracts being offered;
(b)in relation to an offer of units in a business trust, the trustee-manager of the business trust in its capacity as the trustee that issues or will be issuing the units; and
(c)in relation to an offer of derivatives of units in a business trust, the trustee-manager of the business trust in its capacity as the trustee, or any other entity that issues or will be issuing the derivatives of units;
[Act 4 of 2017 wef 08/10/2018]
[Deleted by Act 4/2017 wef 08/10/2018]
“minimum subscription”, in relation to any securities or securities-based derivatives contracts offered for subscription, means the amount stated in the prospectus relating to the offer as the minimum amount which must be raised by the issue of the securities or securities-based derivatives contracts so offered, failing which no securities or securities-based derivatives contracts will be allotted or issued;
[Act 4 of 2017 wef 08/10/2018]
“preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, securities or securities-based derivatives contracts to be issued or sold and which contains the information required to be included in a prospectus under section 243, except for such information as may be prescribed by the Authority;
[Act 4 of 2017 wef 08/10/2018]
“product highlights sheet” means a product highlights sheet referred to in section 240AA(1);
[Act 34 of 2012 wef 19/08/2016]
“profile statement” means a profile statement referred to in section 240(4);
“promoter”, in relation to a prospectus issued by or in connection with an entity or a business trust, means a promoter of the entity or business trust (as the case may be) who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;
[Act 4 of 2017 wef 08/10/2018]
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of securities or securities-based derivatives contracts, and includes any document deemed to be a prospectus under section 257, but does not include —
(a)a profile statement;
[Act 34 of 2012 wef 19/08/2016]
(b)any material, advertisement or publication which is authorised by section 251 (other than subsection (5)); or
[Act 34 of 2012 wef 19/08/2016]
(c)a product highlights sheet;
[Act 34 of 2012 wef 19/08/2016]
[Act 4 of 2017 wef 08/10/2018]
“recognised securities exchange” means a corporation which has been declared by the Authority, by order published in the Gazette, to be a recognised securities exchange for the purposes of this Division;
“related party” means —
(a)in relation to an entity —
(i)a director or an equivalent person of the entity;
(ii)the chief executive officer or equivalent person of the entity;
(iii)a person who controls the entity;
(iv)a related corporation;
(v)any other entity controlled by it;
(vi)any other entity controlled by the person referred to in sub-paragraph (iii); and
(vii)a related party of any individual referred to in sub-paragraph (i), (ii) or (iii); and
(b)in relation to an individual —
(i)his immediate family;
(ii)a trustee of any trust of which the individual or any member of the individual’s immediate family is —
(A)a beneficiary; or
(B)where the trust is a discretionary trust, a discretionary object,
when the trustee acts in that capacity; and
(iii)any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares;
“replacement document” means a replacement prospectus or a replacement profile statement referred to in section 241(1), as the case may be;
[Deleted by Act 4/2017 wef 08/10/2018]
“statutory meeting” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 241(1), as the case may be;
“trust deed” has the same meaning as “deed” in section 2 of the Business Trusts Act (Cap. 31A);
[Act 4 of 2017 wef 08/10/2018]
“trust property” has the same meaning as in section 2 of the Business Trusts Act;
[Act 4 of 2017 wef 08/10/2018]
“underlying entity”, in relation to an offer of units of shares or debentures, means the entity the shares or debentures of which are the subject of the offer;
“unit”, in relation to a share or debenture, means any right or interest, whether legal or equitable, in the share or debenture, by whatever name called, and includes any option to acquire any such right or interest in the share or debenture.
[16/2003; 31/2004; 1/2005]
(2)  For the purposes of this Division, a statement shall be deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
(3)  For the purposes of this Division —
(a)any invitation to a person to deposit money with or to lend money to an entity shall be deemed to be an offer of debentures of the entity; and
(b)any document that is issued or intended or required to be issued by an entity acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the entity in respect of any money that is or may be deposited with or lent to the entity in response to such an invitation shall be deemed to be a debenture.
[1/2005]
(3A)  Notwithstanding subsection (3) —
(a)any invitation to a person by a prescribed entity to make a deposit with the prescribed entity is not an offer of debentures; and
(b)the following documents issued or intended or required to be issued by a prescribed entity are not debentures:
(i)any certificate of deposit;
(ii)any other document acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the prescribed entity in respect of any deposit that is or may be made with the prescribed entity.
[1/2005]
(4)  In subsections (3A) and (5) —
“deposit” has the same meaning as in section 4B(4) of the Banking Act (Cap. 19);
“prescribed entity” means —
(a)any bank licensed under the Banking Act; or
(b)any entity or any entity of a class which has been declared by the Authority, by order published in the Gazette, to be a prescribed entity for the purposes of this subsection.
[1/2005]
(4A)  For the purposes of this Division, references to a debenture includes a debenture, or a unit of debenture, issued by a trustee of a trust on behalf of the trust.
[Act 4 of 2017 wef 08/10/2018]
(5)  The Authority may, by notice in writing —
(a)impose such conditions or restrictions on a prescribed entity as it thinks fit; and
(b)at any time vary or revoke any condition or restriction so imposed,
and the prescribed entity shall comply with every such condition or restriction imposed on it by the Authority that has not been revoked by the Authority.
[1/2005]
(5A)  Any person who contravenes any condition or restriction imposed under subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
(6)  For the purposes of this Division, a person makes an offer of any securities or securities-based derivatives contracts if, and only if, as principal —
(a)he makes (either personally or by an agent) an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of those securities or securities-based derivatives contracts by him or another person with whom he has made arrangements for that issue or sale; or
[Act 4 of 2017 wef 08/10/2018]
(b)he invites (either personally or by an agent) any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of those securities or securities-based derivatives contracts by him or another person with whom he has made arrangements for that issue or sale.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(7)  In subsection (6), “sale” includes any disposal for valuable consideration.
[1/2005]
(8)  This Division applies only in relation to offers of securities or securities-based derivatives contracts made on or after the commencement of this Division.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 4]
Authority may disapply this Division to certain offers
239A.—(1)  Notwithstanding any provision to the contrary in this Division, where —
(a)an offer of securities or securities-based derivatives contracts is one to which (but for this section) both this Division and Division 2 apply; and
[Act 4 of 2017 wef 08/10/2018]
(b)the Authority has by order published in the Gazette declared that this Division shall not apply to that offer or a class of offers to which that offer belongs,
then this Division shall not apply to that offer.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  This Division does not apply to an offer of securities or securities-based derivatives contracts being units or derivatives of units in a business trust, where —
(a)the business trust is also a collective investment scheme that has been authorised under section 286 or recognised under section 287; or
(b)the business trust is also a collective investment scheme and the offer is made in reliance on an exemption under Subdivision (4) of Division 2.
[Act 4 of 2017 wef 08/10/2018]
Modification of provisions to certain offers
239B.  The Authority may, if it thinks it necessary in the interest of the public or a section of the public or for the protection of investors, by regulations modify or adapt the provisions of this Division in their application to such offer of securities or securities-based derivatives contracts as may be prescribed, and the provisions of this Division shall apply to such offer subject to such modifications or adaptations.
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
Subdivision (1A) — Offers of units in and recognition of
business trusts
Requirement for registration or recognition
239C.—(1)  A person must not make an offer of units or derivatives of units in a business trust unless the business trust is a registered business trust or a recognised business trust.
(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
[Act 4 of 2017 wef 08/10/2018]
Power of Authority to recognise business trusts constituted outside Singapore
239D.—(1)  The Authority may, upon an application made to it in such form and manner as may be prescribed and subject to subsection (2), recognise a business trust constituted outside Singapore.
(2)  The Authority may recognise a business trust under subsection (1) if and only if the Authority is satisfied that —
(a)the laws and practices of the jurisdiction under which the business trust is constituted and regulated affords to investors in Singapore protection at least equivalent to that provided to them under the Business Trusts Act (Cap. 31A) in the case of registered business trusts;
(b)the business trust satisfies such criteria as may be prescribed by regulations made under section 341; and
(c)the person making the offer of, or the issuer of, units or derivatives of units in the business trust, or the trustee-manager of the business trust, satisfies such criteria as may be prescribed by regulations made under section 341.
(3)  Without prejudice to subsection (2), in considering whether to recognise a business trust under subsection (1), the Authority may have regard to such other factors as may be prescribed.
(4)  Without prejudice to subsection (2), the Authority may refuse to recognise any business trust where it appears to the Authority that it is not in the public interest to do so.
(5)  The Authority must not refuse to recognise a business trust under subsection (1) without giving the person who made the application an opportunity to be heard, except that an opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to recognise the business trust on the basis of any of the following circumstances:
(a)the person making the offer (being an entity), the issuer or the trustee-manager of the business trust or the business trust itself is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
(b)the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;
(c)a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of —
(i)any property of the person making the offer (being an entity) or the issuer;
(ii)any property of the trustee-manager of the business trust; or
(iii)the trust property of the business trust.
(6)  Any person making an application under subsection (1) may, within 30 days after the person is notified that the Authority has refused to recognise that business trust constituted outside Singapore, appeal to the Minister whose decision is final.
(7)  An application made under subsection (1) must be accompanied by such information or record as the Authority may require.
(8)  The Authority may publish for public information, in such manner as it considers appropriate, particulars of any business trust that is recognised under subsection (1).
(9)  While a business trust remains a recognised business trust, each of the following persons must ensure that the criteria prescribed by regulations made under section 341 in accordance with subsection (2)(b) and (c) which are applicable to the person continue to be satisfied:
(a)a person making an offer of units or derivatives of units in the trust;
(b)an issuer of units or derivatives of units in the trust;
(c)the trustee-manager of the trust.
(10)  The trustee-manager of a recognised business trust must furnish such information or record regarding the business trust as the Authority may, at any time, require for the proper administration of this Act.
(11)  Any person who contravenes subsection (9) or (10) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
[Act 4 of 2017 wef 08/10/2018]
Power of Authority to impose conditions or restrictions
239E.—(1)  The Authority may recognise a business trust under section 239D(1) subject to such conditions or restrictions as it thinks fit to impose on any of the following persons for the purpose of protecting investors of the business trust:
(a)the trustee-manager of the trust;
(b)a person making an offer of units or derivatives of units in the trust;
(c)an issuer of units or derivatives of units in the trust.
(2)  Each of the persons mentioned in subsection (1) must comply with the conditions or restrictions applicable to the person.
(3)  The Authority may, at any time, by notice in writing to any of the persons mentioned in subsection (1), vary any condition or restriction or impose such further condition or restriction as the Authority may think fit.
(4)  Any person who contravenes any condition or restriction applicable to him under subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
[Act 4 of 2017 wef 08/10/2018]
Revocation, suspension or withdrawal of recognition
239F.—(1)  The Authority may revoke the recognition of a recognised business trust granted under section 239D(1) if —
(a)the application for recognition, or any related information or record submitted to the Authority, whether at the same time as or subsequent to the application, was false or misleading in a material particular or omitted a material particular which, had it been known to the Authority at the time of submission, would have resulted in the Authority not granting the recognition;
(b)the Authority is of the opinion that the continued recognition of the business trust is or will be against the public interest;
(c)the Authority is of the opinion that the continued recognition of the business trust is or will be prejudicial to its unitholders or potential unitholders; or
(d)there has been a contravention of section 239D(9) or (10) or a condition or restriction mentioned in section 239E(1) or (3).
(2)  Where the Authority revokes the recognition of a recognised business trust under subsection (1), the Authority may issue such directions as it deems fit to any of the following persons:
(a)a person making an offer of units or derivatives of units in the business trust;
(b)the issuer of units or derivatives of units in the business trust;
(c)the trustee-manager of the business trust,
and the person must comply with such directions.
(3)  The directions mentioned in subsection (2) may include a direction that the person provides the holders of the units or derivatives of units with an option to redeem or sell back to the person their units or derivatives of units (as the case may be) on such terms as the Authority may approve.
(4)  In determining whether to issue a direction under subsection (2), the Authority must consider —
(a)whether the trustee-manager of the business trust is able to liquidate the property of the business trust without material adverse financial effect to the unitholders and for this purpose, the factors which the Authority may take into account include —
(i)the liquidity of the property of the business trust;
(ii)the penalties, if any, payable for liquidating the property; and
(iii)where the units of the business trust are also listed for quotation or quoted on an overseas exchange, the potential impact which the liquidation may have on unitholders in the country or territory where the units are listed; and
(b)where the units or derivatives of units in the business trust are listed for quotation on the official list of an approved exchange, whether the holders of the units or derivatives of units are afforded an opportunity to liquidate, sell or redeem their units or derivatives of units on reasonable terms in accordance with the requirements of the listing rules of the approved exchange.
(5)  A person who, without reasonable excuse, contravenes any of the directions issued by the Authority under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
(6)  Despite subsection (1), the Authority may, if it considers it desirable to do so, instead of revoking the recognition of a recognised business trust, suspend the recognition of that recognised business trust for a specific period, and may at any time remove such suspension.
(7)  Where the Authority revokes the recognition of a recognised business trust under subsection (1) or suspends the recognition of a recognised business trust under subsection (6), it must notify the trustee-manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1).
(8)  Subject to subsection (9), the Authority may, upon an application in writing made to it by the trustee-manager of the business trust or the person who made the application to the Authority for recognition of a business trust under section 239D(1), in such form and manner as may be prescribed, withdraw the recognition of that recognised business trust.
(9)  The Authority may refuse to withdraw the recognition of a recognised business trust under subsection (8) where the Authority is of the opinion that —
(a)there is any matter concerning the recognised business trust which should be investigated before the recognition is withdrawn; or
(b)the withdrawal of the recognition would not be in the public interest.
(10)  The Authority must not —
(a)revoke the recognition of a recognised business trust under subsection (1) without giving the trustee-manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1), an opportunity to be heard;
(b)impose a direction on a person mentioned in subsection (2) without giving that person an opportunity to be heard;
(c)suspend the recognition of a recognised business trust under subsection (6) without giving the trustee-manager of the business trust and, where the Authority deems it necessary, the person who made the application to the Authority for recognition of the business trust under section 239D(1), an opportunity to be heard; or
(d)refuse the withdrawal of the recognition of a recognised business trust under subsection (9) without giving the person mentioned in subsection (8) an opportunity to be heard.
(11)  Despite subsection (10), an opportunity to be heard need not be given for a revocation or suspension on the ground that the continued recognition of the recognised business trust is against the public interest on the basis of any of the following circumstances:
(a)the person making the offer (being an entity), the issuer, the trustee-manager of the recognised business trust or the recognised business trust itself, is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
(b)the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;
(c)a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of —
(i)any property of the person making the offer (being an entity) or the issuer;
(ii)any property of the trustee-manager of the recognised business trust; or
(iii)the trust property of the recognised business trust.
(12)  The following persons may appeal to the Minister within 30 days after being notified of the following decisions of the Authority:
(a)where the Authority revokes the recognition of a recognised business trust under subsection (1), or suspends the recognition of a recognised business trust under subsection (6), the person or persons mentioned in subsection (7);
(b)where the Authority has imposed a direction on a person under subsection (2), the person mentioned in subsection (2);
(c)where the Authority refuses to withdraw the recognition of a recognised business trust under subsection (9), the person mentioned in subsection (8).
(13)  A decision of the Minister in an appeal under subsection (12) is final.
(14)  Where the Authority revokes a recognition under subsection (1), suspends a recognition under subsection (6) or withdraws a recognition under subsection (8), it may —
(a)impose such conditions on the revocation, suspension or withdrawal (as the case may be) as it considers appropriate; and
(b)publish notice of the revocation, suspension or withdrawal (as the case may be), and the reason for the revocation, suspension or withdrawal (as the case may be), in such manner as it considers appropriate.
[Act 4 of 2017 wef 08/10/2018]
Subdivision (2) — Prospectus requirements
Requirement for prospectus and profile statement, where relevant
240.—(1)  No person shall make an offer of securities or securities-based derivatives contracts unless the offer —
(a)is made in or accompanied by a prospectus in respect of the offer —
(i)that is prepared in accordance with section 243;
(ii)a copy of which, being one that has been signed in accordance with subsection (4A), is lodged with the Authority; and
(iii)that is registered by the Authority; and
(b)complies with such requirements as may be prescribed by the Authority.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  A person who lodges a preliminary document with the Authority shall be deemed to have lodged a prospectus with the Authority.
(3)  A preliminary document referred to in subsection (2) must contain all information to be included in a prospectus other than such information as may be prescribed by the Authority.
(4)  Notwithstanding subsection (1), an offer of securities or securities-based derivatives contracts may be made in or accompanied by an extract from, or an abridged version of, a prospectus (referred to in this section as a profile statement), instead of a prospectus, if —
(a)a prospectus in respect of such offer is prepared in accordance with section 243, and the profile statement is prepared in accordance with section 246;
(b)a copy of the prospectus and a copy of the profile statement, each of which has been signed in accordance with subsection (4A), are lodged with the Authority, and the prospectus is lodged no later than the profile statement;
(c)the prospectus and profile statement are registered by the Authority;
(d)sufficient copies of the prospectus are made available for collection at the times and places specified in the profile statement; and
(e)the offer complies with such requirements as may be prescribed by the Authority.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4A)  The copy of a prospectus or profile statement lodged with the Authority shall be signed —
(a)where the person making the offer is the issuer —
(i)in a case where the issuer is not the government of a State, by every director or equivalent person of the issuer and every person who is named therein as a proposed director or an equivalent person of the issuer; or
(ii)in a case where the issuer is the government of a State, by an official of that government who is authorised to sign the prospectus on its behalf;
(b)where the person making the offer is an individual and is not the issuer —
(i)in a case where the issuer is not the government of a State —
(A)by that person; and
(B)if the issuer is controlled by that person, one or more of his related parties, or that person and one or more of his related parties, by every director or equivalent person of the issuer and every person who is named therein as a proposed director or an equivalent person of the issuer; or
(ii)in a case where the issuer is the government of a State, by that person;
(c)where the person making the offer is an entity (not being the government of a State) and is not the issuer —
(i)in a case where the issuer is not the government of a State —
(A)by every director or equivalent person of that entity; and
(B)if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties, by every director or equivalent person of the issuer, and every person who is named therein as a proposed director or an equivalent person of the issuer; or
(ii)in a case where the issuer is the government of a State, by every director or equivalent person of that entity; and
(d)where the person making the offer is the government of a State and is not the issuer —
(i)in a case where the issuer is not the government of another State —
(A)by an official of the government of the State who is authorised to sign the prospectus on its behalf; and
(B)if the issuer is controlled by that government, one or more of its related parties, or that government and one or more of its related parties, by every director or every equivalent person of the issuer, and every person who is named therein as a proposed director or an equivalent person of the issuer; or
(ii)in a case where the issuer is the government of another State, by an official of the government of the first-mentioned State who is authorised to sign the prospectus on its behalf.
[1/2005]
(4B)  A requirement under subsection (4A) for the copy of a prospectus or profile statement to be signed by a director or an equivalent person is satisfied if the copy is signed —
(a)by that director or equivalent person; or
(b)by a person who is authorised in writing by that director or equivalent person to sign on his behalf.
[1/2005]
(4C)  A requirement under subsection (4A) for the copy of a prospectus or profile statement to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the copy is signed —
(a)by that proposed director or equivalent person; or
(b)by a person who is authorised in writing by that proposed director or equivalent person to sign on his behalf.
[1/2005]
(5)  A person must not make any offer of securities or securities-based derivatives contracts in respect of an entity or a business trust that has not been formed or does not exist.
[Act 4 of 2017 wef 08/10/2018]
(6)  [Deleted by Act 1/2005]
(7)  Any person who contravenes subsection (1) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
(8)  The Authority may register a prospectus or a profile statement on any day within the period prescribed by the Authority from the date of lodgment thereof with the Authority, unless —
(a)the Authority gives to the person making the offer a notice of an opportunity to be heard under subsection (15);
(b)the Authority gives to the person making the offer a notice of an extension, in which case the Authority may, not later than 28 days from the date of lodgment of the prospectus or profile statement —
(i)register the prospectus or profile statement; or
(ii)give the person making the offer a notice of an opportunity to be heard under subsection (15);
(c)the person making the offer applies in writing to extend the period during which the prospectus or profile statement may be registered, and the Authority grants an extension as it thinks fit, in which case the Authority may, at any time up to and including the date on which the extended period ends —
(i)register the prospectus or profile statement; or
(ii)give the person making the offer a notice of an opportunity to be heard under subsection (15); or
(d)the person making the offer gives a notice in writing to the Authority to withdraw the lodgment of the prospectus or profile statement, in which case the Authority shall not register the prospectus or profile statement.
[1/2005]
[2/2009 wef 29/03/2010]
(8A)  Where, after a notice of an opportunity to be heard has been given under subsection (8)(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the prospectus or profile statement, the Authority may proceed with the registration on such date as it considers appropriate, except that that date shall not be earlier than such day from the date of lodgment of the prospectus or profile statement with the Authority as the Authority may prescribe.
[1/2005]
[2/2009 wef 29/03/2010]
(8B)  For the purposes of subsections (8) and (8A), the Authority may prescribe the same period and day for all offers or different periods and days for different offers.
[2/2009 wef 29/03/2010]
(9)  Where a prospectus lodged with the Authority is a preliminary document, the Authority shall not register the prospectus unless a copy of the prospectus which has been signed in accordance with subsection (4A) and which contains the information required to be stipulated in the prospectus under section 243, including such information which could be omitted from the preliminary document by virtue of subsection (3), has been lodged with the Authority.
[1/2005]
(9A)  A person making an offer of securities or securities-based derivatives contracts may lodge any amendment to a prospectus or profile statement in respect of that offer at any time before, but not after, the registration of the prospectus or profile statement by the Authority.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(10)  Subject to subsection (11) —
(a)where any amendment to a prospectus is lodged, the prospectus and any profile statement which is lodged shall be deemed for the purposes of subsection (8) to have been lodged when such amendment was lodged; and
(b)where any amendment to a profile statement is lodged, the profile statement shall be deemed for the purposes of subsection (8) to have been lodged when such amendment was lodged.
[16/2003; 1/2005]
(11)  Where an amendment to a prospectus or profile statement is lodged with the consent of the Authority, the prospectus or profile statement as amended shall be deemed, for the purposes of subsection (8), to have been lodged when the original prospectus or profile statement was lodged with the Authority.
[1/2005]
(11A)  An amendment to a prospectus or profile statement that is lodged shall be treated as part of the original prospectus or profile statement.
[16/2003]
(12)  The Authority may, for public information, publish —
(a)a prospectus or profile statement lodged with the Authority under this section; and
(b)where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1),
and, for the purposes of this subsection, the person making the offer shall provide the Authority with a copy of the prospectus or profile statement and, where applicable, the translation in such form or medium for publication as the Authority may require.
[16/2003; 1/2005]
(13)  The Authority shall refuse to register a prospectus if —
(a)the Authority is of the opinion that the prospectus contains a false or misleading statement;
(b)there is an omission from the prospectus of any information that is required to be included in it under section 243;
(c)the copy of the prospectus that is lodged with the Authority is not signed in accordance with subsection (4A);
(d)the Authority is of the opinion that the prospectus does not comply with the requirements of this Act;
(e)any written consent of an expert to the issue of the prospectus required under section 249, or a copy thereof which is verified as prescribed, is not lodged with the Authority;
(ea)any written consent of an issue manager to the issue of the prospectus required under section 249A(1), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
(eb)any written consent of an underwriter to the issue of the prospectus required under section 249A(2), or a copy thereof which is verified as prescribed, is not lodged with the Authority; or
(f)the Authority is of the opinion that it is not in the public interest to do so.
[16/2003; 1/2005]
(14)  The Authority shall refuse to register a profile statement if —
(a)the Authority is of the opinion that the profile statement contains a false or misleading statement;
(b)there is an omission from the profile statement of information required by section 246 to be included in it or an inclusion in the profile statement of information prohibited by that section from being included in it;
(c)the copy of the profile statement that is lodged with the Authority is not signed in accordance with subsection (4A);
(ca)any written consent of an expert to the issue of the profile statement required under section 249, or a copy thereof which is verified as prescribed, is not lodged with the Authority;
(cb)any written consent of an issue manager to the issue of the profile statement required under section 249A(1), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
(cc)any written consent of an underwriter to the issue of the profile statement required under section 249A(2), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
(d)the Authority is of the opinion that the profile statement does not comply with the requirements of this Act;
(e)the prospectus has not been registered by the Authority; or
(f)the Authority is of the opinion that it is not in the public interest to do so.
[16/2003; 1/2005]
(15)  The Authority shall not refuse to register a prospectus under subsection (13) or a profile statement under subsection (14) without giving the person making the offer an opportunity to be heard, except that an opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to register the prospectus or profile statement on the basis of any of the following circumstances:
(a)the person making the offer (being an entity), the issuer or the trustee-manager of the business trust or, where applicable, the underlying entity or the business trust is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
[Act 4 of 2017 wef 08/10/2018]
(b)the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;
(c)a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person making the offer (being an entity), the issuer or the trustee-manager of the business trust or, where applicable, the underlying entity, or in relation to or in respect of the trust property of the business trust.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(16)  Any person making an offer may, within 30 days after he is notified that the Authority has refused to register a prospectus or profile statement to which his offer relates under subsection (13) or (14), appeal to the Minister, whose decision shall be final.
[1/2005]
(17)  If —
(a)a prospectus or profile statement is issued, circulated or distributed before it has been registered by the Authority; or
(b)an application to subscribe for or purchase securities or securities-based derivatives contracts is accepted, or securities or securities-based derivatives contracts are allotted, issued or sold, before a prospectus and, where applicable, profile statement in respect of the securities or securities-based derivatives contracts has been registered by the Authority,
the person making the offer and every person who is knowingly a party to —
(i)the issue, circulation or distribution of the prospectus or profile statement;
(ii)the acceptance of the application to subscribe for or purchase the securities or securities-based derivatives contracts; or
(iii)the allotment, issue or sale of the securities or securities-based derivatives contracts,
as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(18)  This section is subject to section 240A.
[1/2005]
(19)  For the purposes of subsections (13)(a) and (14)(a), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
(20)  Regulations made under this section may provide that a contravention of specified provisions thereof shall be an offence and may provide penalties not exceeding a fine of $50,000.
[Companies, s. 43, s. 45A and s. 50; Aust. Corporations 2001, s. 721]
Requirement for product highlights sheet, where relevant
240AA.—(1)  No person shall make an offer of any relevant securities or securities-based derivatives contracts, being an offer that is made in or accompanied by a prospectus or profile statement that complies with section 240, unless the prospectus or profile statement is accompanied by a product highlights sheet in respect of the offer —
(a)that complies with such requirements as may be prescribed by the Authority by regulations made under section 341; and
(b)a copy of which is lodged with the Authority.
[Act 4 of 2017 wef 08/10/2018]
(2)  No person shall publish or disseminate, whether in Singapore or elsewhere, any document relating to any offer or intended offer of any relevant securities or securities-based derivatives contracts, being an offer that is, or an intended offer that will be, made in or accompanied by a prospectus or profile statement that complies with section 240, if the document resembles or may otherwise be confused with a product highlights sheet, unless he is required to do so —
(a)under any written law or rule of law, or by any court, in Singapore;
(b)under the laws and practices of, or by any court in, any foreign jurisdiction; or
(c)by any listing rules or other requirements of any approved exchange or overseas exchange.
[Act 4 of 2017 wef 08/10/2018]
(3)  The Authority may, for public information, publish —
(a)a product highlights sheet lodged with the Authority under this section; and
(b)where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1).
(4)  Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(5)  In this section —
“asset-backed securities” has the same meaning as in section 262(3);
[Deleted by Act 4/2017 wef 08/10/2018]
“relevant securities or securities-based derivatives contracts” means —
(a)asset-backed securities;
(b)structured notes; or
(c)such other securities or securities-based derivatives contracts as the Authority may prescribe by regulations made under section 341;
[Act 4 of 2017 wef 08/10/2018]
“single purpose vehicle” means an entity that is established solely in order to, or a trust that is established solely in order for its trustee to, do either or both of the following:
(a)act as counterparty to arrangements which involve the use of derivatives to create exposure to assets from which payments to holders of any structured notes are or will be primarily derived;
(b)issue any structured notes;
“specified financial institution” means —
(a)any bank licensed under the Banking Act (Cap. 19); or
(b)any entity that is, or that belongs to a class of entities that is, specified by the Authority, by notification published in the Gazette, to be an entity, or a class of entities, for the purposes of this definition;
“structured notes” means any type of debentures or units of debentures —
(a)which is issued —
(i)in relation to —
(A)a synthetic securitisation transaction; or
(B)such other arrangement or transaction as may be prescribed by the Authority by regulations made under section 341; or
(ii)by a specified financial institution; and
(b)for which —
(i)the principal sum or any interest is, or both are, payable;
(ii)such other sum or sums as may be prescribed by the Authority, by regulations made under section 341, is or are payable;
(iii)one or more underlying assets, being securities or securities-based derivatives contracts, equity interests, commodities, currencies or such other assets as may be prescribed by the Authority by regulations made under section 341, are to be physically delivered; or
[Act 4 of 2017 wef 08/10/2018]
(iv)2 or more of sub-paragraphs (i), (ii) and (iii) apply,
in accordance with a formula based on one or more of the following:
(A)the performance of any type of securities or securities-based derivatives contracts, equity interest, commodity or index, or of a basket of 2 or more types of securities or securities-based derivatives contracts, equity interests, commodities or indices;
[Act 4 of 2017 wef 08/10/2018]
(B)the credit risk or performance of any entity or a basket of entities;
(C)the movement of interest rates or currency exchange rates;
(D)such other variables as may be prescribed by the Authority by regulations made under section 341;
“synthetic securitisation transaction” means an arrangement involving the use of derivatives to create or replicate exposure to assets that are not transferred to, or are not a part of an asset pool held by, a single purpose vehicle.
[Act 34 of 2012 wef 19/08/2016]
Exemption from requirement for product highlights sheet
240AB.—(1)  Despite section 337(1), the Authority may, by regulations made under section 341, exempt any person or class of persons from all or any of the requirements in section 240AA, subject to such conditions or restrictions as may be specified by the Authority.
(2)  The Authority may, by notice in writing, exempt any person from all or any of the requirements in section 240AA, subject to such conditions or restrictions as the Authority may specify by notice in writing.
(3)  The Authority may at any time add to, vary or revoke any condition or restriction imposed under subsection (1) or (2).
(4)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.
(5)  Any person who contravenes any condition or restriction imposed under subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
[Act 4 of 2017 wef 08/10/2018]
Debenture issuance programme
240A.—(1)  A prospectus for every offer of debentures or units of debentures that is part of a debenture issuance programme shall comprise —
(a)a base prospectus applicable to every offer under the debenture issuance programme; and
(b)a pricing statement applicable to that particular offer.
[1/2005]
(2)  A profile statement for every offer of debentures or units of debentures that is part of a debenture issuance programme shall comprise —
(a)an extract from, or an abridged version of, a base prospectus referred to in subsection (1)(a) (referred to in this section as a base profile statement); and
(b)a pricing statement applicable to that particular offer.
[1/2005]
(3)  In respect of an offer referred to in subsection (1), the requirements of section 240(1)(a)(ii) and (iii) are satisfied if a copy of the base prospectus and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document.
[1/2005]
(4)  In respect of an offer referred to in subsection (2), the requirements of section 240(4)(b) and (c) are satisfied if a copy of the base profile statement and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document.
[1/2005]
(5)  For the avoidance of doubt, where the base prospectus or base profile statement in relation to a debenture issuance programme has been lodged with and registered by the Authority, it shall be treated as having been lodged with and registered by the Authority in respect of every offer under that programme.
[1/2005]
(6)  For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (1), a reference to a prospectus shall, unless the context otherwise requires or the Authority has prescribed otherwise, be read as a reference to both the base prospectus and the pricing statement.
[1/2005]
(7)  For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (2), a reference to a profile statement shall, unless the context otherwise requires or the Authority has prescribed otherwise, be read as a reference to both the base profile statement and the pricing statement.
[1/2005]
(8)  The Authority may, by regulations, prescribe how the provisions of this Subdivision shall apply to an offer referred to in subsection (1) or (2).
[1/2005]
(9)  For the avoidance of doubt, a pricing statement may be registered by the Authority at any time after its lodgment with the Authority.
[1/2005]
Lodging supplementary document or replacement document
241.—(1)  If, after a prospectus or profile statement is registered but before the close of the offer of securities or securities-based derivatives contracts, the person making that offer becomes aware of —
(a)a false or misleading statement in the prospectus or profile statement;
(b)an omission from the prospectus of any information that should have been included in it under section 243, or an omission from the profile statement of any information that should have been included in it under section 246, as the case may be; or
(c)a new circumstance that —
(i)has arisen since the prospectus or profile statement was lodged with the Authority; and
(ii)would have been required by —
(A)section 243 to be included in the prospectus; or
(B)section 246 to be included in the profile statement,
if it had arisen before the prospectus or the profile statement, as the case may be, was lodged,
and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement prospectus, or a supplementary or replacement profile statement (referred to in this section as a supplementary or replacement document, as the case may be), with the Authority.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(1A)  If, after a base prospectus or a base profile statement referred to in section 240A is registered but before the expiration of 24 months from the registration of the base prospectus by the Authority, the person making that offer intends to update any information or include any new information in the base prospectus or base profile statement, the person may lodge a supplementary or replacement document with the Authority, provided that no offer to which the base prospectus or base profile statement relates is subsisting at the time of the lodgment.
[1/2005]
(1B)  Subsections (7) to (16) shall not apply to a supplementary or replacement document which is lodged under subsection (1A).
[1/2005]
(1C)  For the purposes of subsection (1A), an offer shall not be treated as subsisting if —
(a)a pricing statement in respect of the offer of debentures or units of debentures has not been registered by the Authority under section 240A; or
(b)a pricing statement in respect of the offer of debentures or units of debentures has been registered by the Authority under section 240A, and —
(i)the offer has closed with no application to subscribe for or purchase the debentures or units of debentures having been received or accepted; or
(ii)one or more applications to subscribe for or purchase the debentures or units of debentures have been received or accepted, and —
(A)in a case where the debentures or units of debentures are or will be listed for quotation on an approved exchange, trading in them has commenced; or
[Act 4 of 2017 wef 08/10/2018]
(B)in any other case, all of those debentures or units of debentures have been issued or sold.
[1/2005]
(2)  At the beginning of a supplementary document, there shall be —
(a)a statement that it is a supplementary prospectus or a supplementary profile statement, as the case may be;
(b)an identification of the prospectus or profile statement it supplements;
(c)an identification of any previous supplementary document lodged with the Authority in relation to the offer; and
(d)a statement that it is to be read together with the prospectus or profile statement it supplements and any previous supplementary document in relation to the offer.
[1/2005]
(3)  At the beginning of a replacement document, there shall be —
(a)a statement that it is a replacement prospectus or a replacement profile statement, as the case may be; and
(b)an identification of the prospectus or profile statement it replaces.
(4)  The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority.
(5)  The person making the offer shall take reasonable steps —
(a)to inform potential investors of the lodgment of any supplementary or replacement document under subsection (1) or (1A); and
(b)to make available to them the supplementary document or replacement document.
[1/2005]
(6)  For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —
(a)where the supplementary document is a supplementary prospectus, the prospectus in relation to the offer shall be taken to be the original prospectus together with the supplementary prospectus and any previous supplementary prospectus in relation to the offer; and
(b)where the supplementary document is a supplementary profile statement, the profile statement in relation to the offer shall be taken to be the original profile statement together with the supplementary profile statement and any previous supplementary profile statement in relation to the offer.
[16/2003; 1/2005]
(6A)  [Deleted by Act 1/2005]
(6B)  For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —
(a)where the replacement document is a replacement prospectus, the prospectus in relation to the offer shall be taken to be the replacement prospectus; and
(b)where the replacement document is a replacement profile statement, the profile statement in relation to the offer shall be taken to be the replacement profile statement.
[16/2003; 1/2005]
(7)  If a supplementary document or replacement document is lodged with the Authority, the offer shall be kept open for at least 14 days after the lodgment of the supplementary document or replacement document.
[1/2005]
(8)  Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to subscribe for securities or securities-based derivatives contracts, then —
(a)where the securities or securities-based derivatives contracts have not been issued to the applicants, the person making the offer —
(i)shall —
(A)within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; and
(B)take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or
(iii)shall —
(A)treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and
(B)within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(b)where the securities or securities-based derivatives contracts have been issued to the applicants, the person making the offer —
(i)shall —
(A)within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities or securities-based derivatives contracts which they do not wish to retain title in; and
[Act 4 of 2017 wef 08/10/2018]
(B)take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities or securities-based derivatives contracts which they do not wish to retain title in; or
[Act 4 of 2017 wef 08/10/2018]
(iii)shall —
(A)treat the issue of the securities or securities-based derivatives contracts as void, in which case the issue shall be deemed void; and
(B)within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(9)  Subsections (8)(b) and (11) have effect notwithstanding sections 76 and 76A, and Division 3A of Part IV, of the Companies Act (Cap. 50).
[42/2005]
(10)  An applicant who wishes to exercise his option under subsection (8)(a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, whereupon that person shall, within 7 days from the receipt of such notification, pay to the applicant all moneys paid by the applicant on account of his application for the securities or securities-based derivatives contracts.
[Act 4 of 2017 wef 08/10/2018]
[1/2005]
(11)  An applicant who wishes to exercise his option under subsection (8)(b)(i) or (ii) to return securities or securities-based derivatives contracts issued to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents, if any, purporting to be evidence of title to those securities or securities-based derivatives contracts to that person, whereupon that person shall, within 7 days from the receipt of such notification and documents, if any, pay to the applicant all moneys paid by the applicant for the securities or securities-based derivatives contracts, and the issue of those securities or securities-based derivatives contracts shall be deemed to be void.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(12)  Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to purchase securities or securities-based derivatives contracts, then —
(a)where the securities or securities-based derivatives contracts have not been transferred to the applicants, the person making the offer —
(i)shall —
(A)within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; and
(B)take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or
(iii)shall —
(A)treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and
(B)within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(b)where the securities or securities-based derivatives contracts have been transferred to the applicants, the person making the offer —
(i)shall —
(A)within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities or securities-based derivatives contracts which they do not wish to retain title in; and
[Act 4 of 2017 wef 08/10/2018]
(B)take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
(ii)shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return, to the person making the offer, those securities or securities-based derivatives contracts which they do not wish to retain title in; or
[Act 4 of 2017 wef 08/10/2018]
(iii)shall treat the sale of the securities or securities-based derivatives contracts as void, in which case the sale shall be deemed void, and shall —
(A)if documents purporting to evidence title to the securities or securities-based derivatives contracts (referred to in this paragraph as the title documents) have been issued to the applicants —
(AA)within 7 days from the date of lodgment of the supplementary document or replacement document, inform the applicants to return the title documents to the person making the offer within 14 days from the date of lodgment of the supplementary document or replacement document; and
(AB)within 7 days from the date of receipt of the title documents or the date of lodgment of the supplementary document or replacement document, whichever is the later, pay to the applicants all moneys paid by them for the securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(B)if no title documents have been issued to the applicants, within 7 days from the date of the lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(13)  An applicant who wishes to exercise his option under subsection (12)(a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, whereupon that person shall, within 7 days of the receipt of such notification, pay to the applicant all moneys paid by him on account of his application for the securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(14)  An applicant who wishes to exercise his option under subsection (12)(b)(i) or (ii) to return securities sold to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents, if any, purporting to evidence title to those securities or securities-based derivatives contracts to the person making the offer, whereupon that person shall, within 7 days from the receipt of such notification and documents, if any, pay to the applicant all moneys paid by him for the securities or securities-based derivatives contracts and the sale of the securities or securities-based derivatives contracts shall be deemed to be void.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(15)  Any person who contravenes subsection (8) or (12) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
(16)  Any person who contravenes any other provision of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(17)  For the purposes of subsection (1)(a), the reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Companies, s. 50A ; Aust. Corporations 2001, s. 719]
Stop order for prospectus and profile statement
242.—(1)  If a prospectus has been registered and —
(a)the Authority is of the opinion that the prospectus contains a false or misleading statement;
(b)there is an omission from the prospectus of any information that is required to be included in it under section 243;
(c)the Authority is of the opinion that the prospectus does not comply with the requirements of this Act; or
(d)the Authority is of the opinion that it is in the public interest to do so,
the Authority may by an order in writing (referred to in this section as a stop order) served on the person making the offer of securities or securities-based derivatives contracts to which the prospectus relates direct that no or no further securities or securities-based derivatives contracts be allotted, issued or sold.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  If a profile statement has been registered and —
(a)the Authority is of the opinion that the profile statement contains a false or misleading statement;
(b)there is an omission from the profile statement of any information that is required to be included in it under section 246;
(c)the Authority is of the opinion that the profile statement does not comply with the requirements of this Act; or
(d)the Authority is of the opinion that it is in the public interest to do so,
the Authority may by an order in writing (referred to in this section as a stop order) served on the person making the offer of securities or securities-based derivatives contracts to which the profile statement relates direct that no or no further securities or securities-based derivatives contracts be allotted, issued or sold.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(3)  Despite subsections (1) and (2), the Authority must not serve a stop order if any of the securities or securities-based derivatives contracts to which the prospectus or profile statement relates has been issued or sold, and listed for quotation on an approved exchange and trading in them has commenced.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4)  The Authority shall not serve a stop order under subsection (1) or (2) without giving the person making the offer an opportunity to be heard, except that an opportunity to be heard need not be given if the stop order is served on the ground that it is in the public interest to do so on the basis of any of the following circumstances:
(a)the person making the offer (being an entity), the issuer or the trustee-manager of the business trust or, where applicable, the underlying entity or the business trust is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
[Act 4 of 2017 wef 08/10/2018]
(aa)the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;
(b)a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of —
(i)any property of the person making the offer (being an entity), the issuer or, where applicable, the underlying entity;
(ii)any property of the trustee-manager of the business trust; or
(iii)the trust property of the business trust.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(5)  Where applications to subscribe for securities or securities-based derivatives contracts to which the prospectus or profile statement relates have been made prior to the stop order, then —
(a)where the securities or securities-based derivatives contracts have not been issued to the applicants —
(i)the applications shall be deemed to have been withdrawn and cancelled; and
(ii)the person making the offer shall, within 14 days from the date of the stop order, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(b)where the securities or securities-based derivatives contracts have been issued to the applicants —
(i)the issue of the securities or securities-based derivatives contracts shall be deemed to be void; and
(ii)the person making the offer shall, within 14 days from the date of the stop order, pay to the applicants all moneys paid by them for the securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(6)  Subsection (5)(b) has effect notwithstanding sections 76 and 76A, and Division 3A of Part IV, of the Companies Act (Cap. 50).
[42/2005]
(7)  Where applications to purchase securities or securities-based derivatives contracts to which the prospectus or profile statement relates have been made prior to the stop order, then —
(a)where the securities or securities-based derivatives contracts have not been transferred to the applicants —
(i)the applications shall be deemed to have been withdrawn and cancelled; and
(ii)the person making the offer shall, within 14 days from the date of the stop order, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(b)where the securities or securities-based derivatives contracts have been transferred to the applicants, the sale shall be deemed to be void, and the person making the offer shall —
(i)if documents purporting to evidence title to the securities or securities-based derivatives contracts have been issued to the applicants —
(A)within 7 days from the date of the stop order, inform the applicants to return such documents to the person making the offer within 14 days from that date; and
(B)within 7 days from the date of the receipt of those documents or the date of the stop order, whichever is the later, pay to the applicants all moneys paid by them for the securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(ii)if no such documents have been issued to the applicants, within 7 days from the date of the stop order, pay to the applicants all moneys paid by them for the securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(8)  If the Authority is of the opinion that any delay in serving a stop order pending the holding of a hearing required under subsection (4) is not in the interests of the public, the Authority may, without giving an opportunity to be heard, serve an interim stop order on the person making the offer directing that no or no further securities or securities-based derivatives contracts to which the prospectus or profile statement relates be allotted, issued or sold.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(9)  An interim stop order shall, unless revoked by the Authority, be in force —
(a)in a case where —
(i)it is served during a hearing under subsection (4); or
(ii)a hearing under subsection (4) is commenced while it is in force,
until the Authority makes an order under subsection (1) or (2); and
(b)in any other case, for a period of 14 days from the day on which the interim stop order is served.
[16/2003]
(10)  Subsections (5) and (7) shall not apply where only an interim stop order has been served.
(11)  Any person who fails to comply with a stop order served under subsection (1) or (2) or an interim stop order served under subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
(12)  Any person who contravenes subsection (5) or (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
(13)  For the purposes of subsections (1)(a) and (2)(a), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Aust. Corporations 2001, s. 739]
Contents of prospectus
243.—(1)  A prospectus for an offer of securities or securities-based derivatives contracts shall contain —
(a)all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters specified in subsection (3); and
(b)the matters prescribed by the Authority.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  The prospectus shall, with respect to subsection (1)(a), contain such information —
(a)only to the extent to which it is reasonable for investors and their professional advisers to expect to find in the prospectus; and
(b)only to the extent that a person whose knowledge is relevant —
(i)actually knows the information; or
(ii)in the circumstances ought reasonably to have obtained the information by making enquiries.
(3)  The matters referred to in subsection (1)(a) shall relate to —
(a)the rights and liabilities attaching to the securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(b)in the case of an offer of securities or securities-based derivatives contracts other than units or derivatives of units in a business trust, the assets and liabilities, profits and losses, financial position and performance, and prospects of the issuer;
[Act 4 of 2017 wef 08/10/2018]
(c)if the underlying entity is controlled by —
(i)the person making the offer;
(ii)one or more of the related parties of the person making the offer; or
(iii)the person making the offer and one or more of his related parties,
the assets and liabilities, profits and losses, financial position and performance, and prospects of that entity;
(d)in the case of an offer of units of shares or debentures, where —
(i)the person making the offer is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units; or
(ii)an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units:
(A)the person making the offer;
(B)one or more of the related parties of the person making the offer;
(C)the person making the offer and one or more of his related parties,
the capacity of that person or entity to issue or deliver the relevant securities, or the ability of that person or entity to meet those financial or contractual obligations;
[Act 4 of 2017 wef 08/10/2018]
(e)in the case of an offer of securities or securities-based derivatives contracts being units or derivatives of units in a business trust, where —
(i)the person making the offer is the trustee-manager of the business trust; or
(ii)the trustee-manager of the business trust is controlled by —
(A)the person making the offer;
(B)one or more of the related parties of the person making the offer; or
(C)the person making the offer and one or more of his related parties,
the assets and liabilities, profits and losses, financial position and performance of the business trust and of the trustee-manager, and the prospects of the business trust;
[Act 4 of 2017 wef 08/10/2018]
(f)in the case of an offer of securities or securities-based derivatives contracts being derivatives of units in a business trust issued by an entity (A) other than the trustee-manager of the business trust, where —
(i)the person making the offer is A; or
(ii)A is controlled by —
(A)the person making the offer;
(B)one or more of the related parties of the person making the offer; or
(C)the person making the offer and one or more of his related parties,
the assets and liabilities, profits and losses, financial position and performance, and prospects of A; and
[Act 4 of 2017 wef 08/10/2018]
(g)in the case of an offer of securities or securities-based derivatives contracts being derivatives of units in the business trust, where —
(i)the person making the offer is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units; or
(ii)an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units:
(A)the person making the offer;
(B)one or more of the related parties of the person making the offer;
(C)the person making the offer and one or more of his related parties,
the capacity of that person or entity to issue or deliver the relevant units or derivatives of units in that business trust, or the ability of that person or entity to meet those financial or contractual obligations.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4)  In deciding what information shall be included under subsection (1)(a), regard shall be had to —
(a)the nature of the securities or securities-based derivatives contracts and the nature of the entity concerned;
[Act 4 of 2017 wef 08/10/2018]
(b)the matters that likely investors may reasonably be expected to know; and
(c)the fact that certain matters may reasonably be expected to be known to the professional advisers of such investors.
[1/2005]
(4A)  Subject to any condition or restriction as may be prescribed by regulations made under section 341, the information mentioned in subsection (1) may be incorporated in the prospectus by reference to a document (called in this subsection and subsection (4B) the reference document) lodged with the Authority together with the prospectus.
[Act 4 of 2017 wef 08/10/2018]
(4B)  For the purposes of this Division, the information contained in the reference document is to be regarded as part of the prospectus.
[Act 4 of 2017 wef 08/10/2018]
(5)  For the purposes of subsection (2)(b), a person’s knowledge is relevant only if he is one of the following persons:
(a)the person making the offer;
(b)if the person making the offer is an entity, a director or an equivalent person of the entity;
(c)the issuer;
(d)a director or an equivalent person, or a proposed director or an equivalent person, of the issuer;
(da)a person named in the prospectus with his consent as an underwriter to the issue or sale;
(e)a person named in the prospectus as a stockbroker to the issue or sale if he participates in any way in the preparation of the prospectus;
(f)a person named in the prospectus with his consent as having made a statement —
(i)that is included in the prospectus; or
(ii)on which a statement made in the prospectus is based;
(g)a person named in the prospectus with his consent as having performed a particular professional or advisory function.
[1/2005]
(6)  A condition requiring or binding an applicant for securities or securities-based derivatives contracts to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
[Act 4 of 2017 wef 08/10/2018]
[1/2005]
(7)  This section does not affect any liability that a person has under any other law.
(8)  In subsection (3)(e) —
“assets and liabilities, profits and losses, financial position and performance”, in relation to a business trust, means the assets and liabilities, profits and losses, financial position and performance of that business trust derived from the accounting records and other records kept by the trustee-manager of that business trust;
“prospects”, in relation to a business trust, means the business and financial prospects anticipated with respect to the operations of the trustee-manager of the business trust, in its capacity as trustee-manager of the business trust.
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 45; Aust. Corporations 2001, s. 710]
244.  [Repealed by Act 16/2003]
Retention of over-subscriptions and statement of asset-backing in debenture issues
245.—(1)  An entity shall not accept or retain subscriptions to a debenture issue in excess of the amount of the issue as disclosed in the prospectus unless the entity has specified in the prospectus —
(a)that it expressly reserves the right to accept or retain over- subscriptions; and
(b)a limit expressed as a specific sum of money on the amount of over-subscriptions that may be accepted or retained, being an amount not more than 25% in excess of the amount of the issue as disclosed in the prospectus.
[1/2005]
(2)  Subject to regulations made by the Authority for the purposes of this subsection, where an entity specifies in a prospectus relating to a debenture issue that it reserves the right to accept or retain over-subscriptions —
(a)the entity shall not make, authorise or permit any statement of or reference as to the asset-backing for the issue to be made or contained in any prospectus relating to the issue, other than a statement or reference to the total tangible assets and the total liabilities of the entity and of its guarantor entities; and
(b)the prospectus shall contain a statement or reference as to what the total assets and total liabilities of the entity would be if over-subscriptions to the limit specified in the prospectus were accepted or retained.
[1/2005]
(3)  Every entity or other person that contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
[Companies, s. 49]
Contents of profile statement
246.—(1)  A profile statement for an offer of securities or securities-based derivatives contracts shall contain —
(a)the following particulars:
(i)identification of the person making the offer;
[Act 4 of 2017 wef 08/10/2018]
(ia)where the person making the offer is not the issuer, identification of the issuer and, where applicable, the underlying entity;
[Act 4 of 2017 wef 08/10/2018]
(ib)in the case of an offer of securities or securities-based derivatives contracts being units or derivatives of units in a business trust, identification of the business trust, the trustee-manager of the business trust and the issuer;
[Act 4 of 2017 wef 08/10/2018]
(ii)identification of the persons signing the profile statement;
(iii)the nature of the securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(iv)the nature of the risks involved in investing in the securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(v)details of all amounts payable in respect of the securities or securities-based derivatives contracts (including any amount by way of fee, commission or charge);
[Act 4 of 2017 wef 08/10/2018]
(b)a statement that copies of the prospectus are available for collection at the times and places specified in the profile statement; and
(c)a statement that the persons referred to in section 240(4A) who have signed the profile statement are satisfied that the profile statement contains a fair summary of the key information in the prospectus.
[1/2005]
(2)  A profile statement shall not contain —
(a)any statement that is false or misleading in the form and context in which it is included;
(b)any material information that is not contained in the prospectus; and
(c)any material information that differs in any material particular from that set out in the prospectus.
[1/2005]
(3)  For the purposes of subsection (2)(a), the reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Companies, s. 45A; Aust. Corporations 2001, s. 714]
Exemption from requirements as to form or content of prospectus or profile statement
247.—(1)  The Authority may exempt any person or any prospectus or profile statement from any requirement of this Act relating to the form or content of a prospectus or profile statement, subject to such conditions or restrictions as may be determined by the Authority.
[16/2003]
(2)  The Authority shall not grant an exemption under subsection (1) unless it is of the opinion that —
(a)the cost of complying with the requirement in respect of which exemption has been applied for outweighs the resulting protection to investors; or
(b)it would not be prejudicial to the public interest if the requirement in respect of which exemption has been applied for were dispensed with.
[16/2003]
(3)  The Authority may exempt any class of persons, or any class or description of prospectuses or profile statements, from any requirement of this Act relating to the form or content of a prospectus or profile statement, subject to such conditions or restrictions as may be determined by the Authority.
[16/2003]
(4)  [Deleted by Act 16/2003]
(5)  Any person who contravenes any of the conditions or restrictions imposed under subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[Companies, s. 46]
Exemption for certain governmental and international entities as regards signing of copy of prospectus or profile statement by all directors or equivalent persons
248.—(1)  This section shall apply only to entities that are both of a governmental and international character.
[1/2005]
(2)  An entity to which this section applies may apply in writing to the Authority for an exemption from the requirements of section 240(1)(a)(ii), (4)(b), (4A), (13)(c) and (14)(c) and the Authority may, if it considers those requirements unduly burdensome on the entity, exempt such entity from complying therewith.
[1/2005]
(3)  The Authority may subject such exemption to a requirement that such minimum number of directors or equivalent persons who are resident in Singapore as the Authority may, in that case, decide must sign the copy of the prospectus or profile statement.
[1/2005]
(4)  In the event that no director or equivalent person is resident in Singapore, the Authority may permit a duly authorised agent to sign the prospectus or profile statement so long as such authorisation is supported by a resolution of the board of the entity.
[1/2005]
(5)  The Authority may, if satisfied that a particular entity cannot comply with any of the requirements in subsection (3) or (4), grant the exemption applied for.
[1/2005]
(6)  Any prospectus or profile statement that complies with the terms of exemption granted by the Authority shall be deemed to be a prospectus or profile statement for the purposes of this Division and a copy of such prospectus or profile statement shall be registered by the Authority.
[Companies, s. 51]
Expert’s consent to issue of prospectus or profile statement containing statement by him
249.—(1)  Where an offer of securities or securities-based derivatives contracts is made in or accompanied by a prospectus or profile statement which includes a statement purporting to be made by, or based on a statement made by, an expert, the prospectus or profile statement shall not be issued unless —
(a)the expert has given, and has not before the registration of the prospectus or profile statement, as the case may be, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; and
(b)there appears in the prospectus or profile statement, as the case may be, a statement that the expert has given and has not withdrawn his consent.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(1A)  Every person making the offer shall cause a true copy of every written consent referred to in subsection (1) to be deposited, within 7 days after the registration of the prospectus or profile statement, at the registered office of the issuer in Singapore or, if the issuer has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose.
[1/2005]
(1B)  Every issuer shall keep, and make available for inspection by its members and creditors and persons who have subscribed for or purchased the securities or securities-based derivatives contracts to which the prospectus or profile statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with subsection (1A) for a period of at least 6 months after the registration of the prospectus or profile statement.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  If any prospectus or profile statement is issued in contravention of subsection (1), the person making the offer and every person who is knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[16/2003; 1/2005]
(3)  The Authority may exempt any person or class of persons, or any prospectus or profile statement or class or description of prospectuses or profile statements, from this section, subject to such conditions or restrictions as may be determined by the Authority.
[16/2003; 1/2005]
(4)  Any person who contravenes any of the conditions or restrictions imposed under subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[16/2003]
[Companies, s. 54]
Consent of issue manager and underwriter to being named in prospectus or profile statement
249A.—(1)  Where an offer of securities or securities-based derivatives contracts is made in or accompanied by a prospectus or profile statement in which a person is named as the issue manager to the offer, the prospectus or profile statement shall not be issued unless —
(a)the person has given, and has not before the registration of the prospectus or profile statement, as the case may be, withdrawn his written consent to being named in the prospectus or profile statement as issue manager to that offer; and
(b)there appears in the prospectus or profile statement, as the case may be, a statement that the person has given and has not withdrawn his consent.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  Where an offer of securities or securities-based derivatives contracts is made in or accompanied by a prospectus or profile statement in which a person is named as the underwriter (but not a sub-underwriter) to the offer, the prospectus or profile statement shall not be issued unless —
(a)the person has given, and has not before the registration of the prospectus or profile statement, as the case may be, withdrawn his written consent to being named in the prospectus or profile statement as underwriter to that offer; and
(b)there appears in the prospectus or profile statement, as the case may be, a statement that the person has given and has not withdrawn such consent.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(3)  If any prospectus or profile statement is issued in contravention of subsection (1) or (2), the person making the offer and every person who is knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
(4)  Every person making the offer shall cause a true copy of every written consent referred to in subsections (1) and (2) to be deposited, within 7 days after the registration of the prospectus or profile statement, at the registered office of the issuer in Singapore or, if it has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose.
[1/2005]
(5)  Every issuer shall keep, and make available for inspection by its members and creditors and persons who have subscribed for or purchased the securities or securities-based derivatives contracts to which the prospectus or profile statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with subsection (4) for a period of at least 6 months after the registration of the prospectus or profile statement.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
Duration of validity of prospectus and profile statement
250.—(1)  No person shall make an offer of securities or securities-based derivatives contracts, or allot, issue or sell any securities or securities-based derivatives contracts, on the basis of a prospectus or profile statement after the expiration of the period referred to in subsection (3).
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  In a case where an entity makes an offer of securities or securities-based derivatives contracts or where the securities or securities-based derivatives contracts being offered are those issued by an entity or a proposed entity, no officer or equivalent person or promoter of the entity or proposed entity shall authorise or permit —
(a)the offer of those securities or securities-based derivatives contracts; or
(b)the allotment, issue or sale of those securities or securities-based derivatives contracts,
on the basis of a prospectus or profile statement after the expiration of the period referred to in subsection (3).
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(3)  The period under subsection (1) or (2) is —
(a)in a case where the securities or securities-based derivatives contracts are debentures or units of debentures issued under a debenture issuance programme under section 240A, 24 months from the date of registration by the Authority of the base prospectus in relation to such offer, allotment, issue or sale; or
(b)in any other case, 6 months from the date of registration by the Authority of the prospectus in relation to such offer, allotment, issue or sale.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4)  If default is made in complying with subsection (1) or (2), the person and, in the case of an entity or a proposed entity, every officer or equivalent person or promoter of the entity or proposed entity shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
(5)  An allotment, an issue or a sale of securities or securities-based derivatives contracts that is made in contravention of subsection (1) or (2) shall not, by reason only of that fact, be voidable or void.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 57 (8)-(10)]
Restrictions on advertisements, etc.
251.—(1)  If a prospectus is required for an offer or intended offer of securities or securities-based derivatives contracts, a person shall not —
(a)advertise the offer or intended offer; or
(b)publish a statement that —
(i)directly or indirectly refers to the offer or intended offer; or
(ii)is reasonably likely to induce persons to subscribe for or purchase the securities or securities-based derivatives contracts,
unless the advertisement or publication is authorised by this section.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  In determining whether a statement —
(a)indirectly refers to an offer or intended offer of securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(b)is reasonably likely to induce persons to subscribe for or purchase securities or securities-based derivatives contracts,
regard shall be had to whether the statement —
(i)forms part of the normal advertising —
(A)of an entity’s products or services and is genuinely directed at maintaining its existing customers, or attracting new customers, for those products or services; or
(B)by a trustee-manager of a business trust on behalf of the business trust in respect of the products or services offered by the trustee-manager on behalf of the business trust, and is genuinely directed at maintaining existing customers, or attracting new customers, for those products or services;
[Act 4 of 2017 wef 08/10/2018]
(ii)communicates information that materially deals with the affairs of the entity or the business trust; and
[Act 4 of 2017 wef 08/10/2018]
(iii)is likely to encourage investment decisions being made on the basis of the statement rather than on the basis of information contained in a prospectus or profile statement.
[1/2005]
(3)  Notwithstanding subsection (6), a person may, before a prospectus or profile statement is registered by the Authority, disseminate a preliminary document which has been lodged with the Authority to institutional investors, relevant persons as defined in section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made without contravening subsection (1), if —
(a)the front page of the preliminary document contains —
(i)the following statement:
“This is a preliminary document and is subject to further amendments and completion in the prospectus to be registered by the Monetary Authority of Singapore.”;
(ii)a statement that a person to whom a copy of the preliminary document has been issued shall not circulate it to any other person; and
(iii)a statement in bold lettering that no offer or agreement shall be made on the basis of the preliminary document to purchase or subscribe for any securities or securities-based derivatives contracts to which the preliminary document relates;
[Act 4 of 2017 wef 08/10/2018]
(b)the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer of the securities or securities-based derivatives contracts to which the preliminary document relates, or the acceptance of such an offer by any person; and
[Act 4 of 2017 wef 08/10/2018]
(c)when the prospectus is registered by the Authority, the person takes reasonable steps to notify the persons to whom the preliminary document was issued that the registered prospectus is available for collection.
[1/2005]
(4)  Notwithstanding subsection (6), a person does not contravene subsection (1) —
(a)by presenting, before a prospectus or profile statement is registered by the Authority, oral or written material on matters contained in a preliminary document which has been lodged with the Authority, to institutional investors, relevant persons as defined in section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made; or
(b)by presenting oral or written material on matters contained in a prospectus, profile statement or product highlights sheet which has been lodged with the Authority in respect of an offer of securities or securities-based derivatives contracts, before the prospectus or profile statement is registered by the Authority, for the sole purpose of equipping any of the following persons with knowledge of the securities or securities-based derivatives contracts in order to enable the person to carry on the regulated activity of dealing in capital markets products that are securities or securities-based derivatives contracts, or to provide any financial advisory service in relation to the securities or securities-based derivatives contracts:
(i)a person licensed under this Act in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(ii)an exempt person;
(iii)a person who is a representative in respect of dealing in capital markets products that are securities or securities-based derivatives contracts under this Act;
(iv)a representative of an exempt person;
(v)a person licensed under the Financial Advisers Act (Cap. 110) in respect of advising on any investment product;
(vi)an exempt financial adviser;
(vii)a person who is a representative in respect of advising on any investment product under the Financial Advisers Act;
(viii)a representative of an exempt financial adviser.
[Act 34 of 2012 wef 19/08/2016]
[Act 4 of 2017 wef 08/10/2018]
(5)  To avoid doubt, a person may disseminate any of the following without contravening subsection (1):
(a)a prospectus or profile statement that has been registered by the Authority under section 240;
(b)a product highlights sheet in respect of which section 240AA(1)(a) and (b) has been complied with and which is disseminated with a prospectus or profile statement that has been registered by the Authority under section 240.
[Act 4 of 2017 wef 08/10/2018]
(6)  Before a prospectus or profile statement is registered, an advertisement or publication does not contravene subsection (1) if it contains only the following:
(a)a statement that identifies —
(i)in the case of an offer of securities or securities-based derivatives contracts being units or derivatives of units in a business trust, the units or derivatives of units, the person making the offer, the issuer, the business trust and the trustee-manager of the business trust; and
(ii)in any other case, the securities, securities-based derivatives contracts, the person making the offer, the issuer and, where applicable, the underlying entity;
[Act 4 of 2017 wef 08/10/2018]
(b)a statement that a prospectus or profile statement for the offer will be made available when the offer is made;
(c)a statement that anyone wishing to acquire the securities or securities-based derivatives contracts will need to make an application in the manner set out in the prospectus or profile statement; and
[Act 4 of 2017 wef 08/10/2018]
(d)a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile statement.
[1/2005]
(7)  To satisfy subsection (6), the advertisement or publication shall include all of the statements referred to in paragraphs (a), (b) and (c) of that subsection, and may include the statement referred to in paragraph (d).
(8)  After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if —
(a)it includes a statement that the prospectus or profile statement in respect of the offer of securities or securities-based derivatives contracts is available for collection at the times and places specified in the statement;
[Act 4 of 2017 wef 08/10/2018]
(b)it includes a statement that anyone wishing to acquire the securities or securities-based derivatives contracts will need to make an application in the manner set out in the prospectus or profile statement;
[Act 34 of 2012 wef 19/08/2016]
[Act 4 of 2017 wef 08/10/2018]
(c)it does not contain any information that is not included in the prospectus or profile statement; and
[Act 34 of 2012 wef 19/08/2016]
[1/2005]
(d)it complies with such requirements as may be prescribed by the Authority by regulations made under section 341.
[Act 34 of 2012 wef 19/08/2016]
(9)  An advertisement or a publication does not contravene subsection (1) if it —
(a)consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange made by any person;
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
(b)consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the trustee-manager of the business trust, the underlying entity, the unitholders of the business trust or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting;
[Act 4 of 2017 wef 08/10/2018]
(c)consists solely of a report about the issuer, the business trust or the underlying entity that is published by the person making the offer, the issuer, the trustee-manager of the business trust or the underlying entity (as the case may be), which —
(i)does not contain information that materially affects the affairs of the issuer, the business trust or the underlying entity other than information previously made available in a prospectus that has been registered by the Authority, an annual report or a disclosure, notice or report mentioned in paragraph (a) or (b); and
(ii)does not refer (directly or indirectly) to the offer or intended offer;
[Act 4 of 2017 wef 08/10/2018]
(d)consists solely of a statement made by the person making the offer, the issuer, the trustee-manager of the business trust or the underlying entity that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority;
[Act 4 of 2017 wef 08/10/2018]
(e)is a news report, or a genuine comment, by a person other than any person referred to in paragraph (f)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio, television or any other means of broadcasting or communication, relating to —
(i)a prospectus or profile statement that has been lodged with the Authority or information contained in such a prospectus or profile statement;
(ii)a disclosure, notice or report referred to in paragraph (a);
(iii)a notice, report, presentation, general meeting or proposed general meeting referred to in paragraph (b);
(iv)a report referred to in paragraph (c); or
[Act 34 of 2012 wef 19/08/2016]
(v)a product highlights sheet;
[Act 34 of 2012 wef 19/08/2016]
(f)is a report about the securities or securities-based derivatives contracts which are the subject of the offer or intended offer, published by someone who is not —
(i)the person making the offer, the issuer, the underlying entity or (where the securities or securities-based derivatives contracts are units or derivatives of units in a business trust) the trustee-manager of the business trust;
(ii)a director or an equivalent person of the person making the offer, the issuer, the underlying entity or (where the securities or securities-based derivatives contracts are units or derivatives of units in a business trust) the trustee-manager of the business trust;
(iii)a person who has an interest in the success of the issue or sale of the securities or securities-based derivatives contracts; or
(iv)a person acting at the instigation of, or by arrangement with, any person mentioned in sub-paragraph (i), (ii) or (iii);
[Act 4 of 2017 wef 08/10/2018]
(g)is a disclosure, notice, report or publication of a description prescribed by the Authority, and such other conditions as the Authority may prescribe are satisfied; or
[2/2009 wef 01/10/2012]
(h)is a publication made by the person making the offer, the issuer, the underlying entity or (where the offer is of units or derivatives of units in a business trust) the trustee-manager of the business trust solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in —
(i)an earlier news report or a genuine comment referred to in paragraph (e); or
(ii)an earlier publication published in the ordinary course of business of publishing a newspaper, periodical or magazine, or of broadcasting by radio, television or any other means of broadcasting or communication, referred to in subsection (10),
provided that the first-mentioned publication does not contain any material information that is not included in the prospectus.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(10)  A person does not contravene subsection (1) if —
(a)he publishes any advertisement or publication in the ordinary course of a business of —
(i)publishing a newspaper, periodical or magazine; or
(ii)broadcasting by radio, television, or any other means of broadcasting or communication; and
(b)he did not know and had no reason to suspect that its publication would constitute a contravention of subsection (1).
(11)  Subsection (9)(e) and (f) shall not apply to an advertisement or statement if any person gives consideration or any other benefit for the publication of the advertisement or statement.
[1/2005]
(12)  Any person who —
(a)contravenes subsection (1); or
(b)knowingly authorises or permits the publication or dissemination of any advertisement or statement mentioned in subsection (1),
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
[Act 4 of 2017 wef 08/10/2018]
(13)  This section does not affect any liability that a person has under any other law.
(14)  The Authority may exempt any person or class of persons from this section, subject to such conditions or restrictions as may be determined by the Authority.
(15)  Any person who contravenes any of the conditions or restrictions imposed under subsection (14) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(16)  For the purposes of this section, any reference to publishing a statement shall be construed as including a reference to making a statement, whether oral or written, which is reasonably likely to be published.
[1/2005]
(17)  For the purposes of subsections (1) and (2), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
(18)  For the purposes of subsection (2)(ii), the reference to affairs of the entity or the business trust shall —
(a)in the case where the entity is a corporation, be construed as including a reference to the matters referred to in section 2(2); and
(b)in any other case, be construed as a reference to such matters as may be prescribed by the Authority.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(18A)  In subsection (4) —
“exempt financial adviser” and “financial advisory service” have the same meanings as in section 2(1) of the Financial Advisers Act;
“representative” —
(a)in relation to dealing in capital markets products that are securities or securities-based derivatives contracts under this Act or an exempt person, has the same meaning as in section 2(1); or
[Act 4 of 2017 wef 08/10/2018]
(b)in relation to advising on any investment product under the Financial Advisers Act or an exempt financial adviser, has the same meaning as in section 2(1) of that Act.
[Act 34 of 2012 wef 19/08/2016]
(19)  For the purposes of subsection (9)(c)(i), the reference to affairs of the issuer, underlying entity or business trust shall —
(a)in the case where the issuer or underlying entity is a corporation, be construed as including a reference to the matters referred to in section 2(2); and
(b)in any other case, be construed as a reference to such matters as may be prescribed by the Authority.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 48; Aust. Corporations 2001, s. 734]
Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies
252.—(1)  A person referred to in section 254(3) (other than paragraph (a)) shall notify in writing the person making the offer of securities or securities-based derivatives contracts, as soon as practicable, if he becomes aware at any time after the prospectus or profile statement is registered by the Authority but before the close of the offer that —
(a)a statement in the prospectus or the profile statement is false or misleading;
(b)there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or
(c)a new circumstance —
(i)has arisen since the prospectus or the profile statement was lodged with the Authority; and
(ii)would have been required to be included in the prospectus under section 243, or required to be included in the profile statement under section 246, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,
and the failure to so notify would have been materially adverse from the point of view of an investor.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.
(3)  For the purposes of subsection (1)(a), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Companies, s. 55A; Aust. Corporations 2001, s. 730]
Criminal liability for false or misleading statements
253.—(1)  Where an offer of securities or securities-based derivatives contracts is made in or accompanied by a prospectus or profile statement, or, in the case of an offer referred to in section 280, where a prospectus or profile statement is prepared and issued in relation to the offer, and —
(a)a false or misleading statement is contained in —
(i)the prospectus or the profile statement; or
(ii)any application form for the securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(b)there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or
(c)there is an omission to state a new circumstance that —
(i)has arisen since the prospectus or the profile statement was lodged with the Authority; and
(ii)would have been required to be included in the prospectus under section 243, or required to be included in the profile statement under section 246, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,
the persons referred to in subsection (4) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
[16/2003; 1/2005]
(2)  For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person made the statement without having reasonable grounds for making the statement.
(3)  A person shall not be taken to have contravened subsection (1) if the false or misleading statement, or the omission to state any information or new circumstance, is not materially adverse from the point of view of the investor.
(4)  The persons guilty of the offence are —
(a)the person making the offer;
(b)where the person making the offer is an entity —
(i)each director or equivalent person of the entity; and
(ii)if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the entity;
(c)where the issuer is controlled by the person making the offer, one or more of the related parties of the person making the offer, or the person making the offer and one or more of his related parties —
(i)the issuer;
(ii)each director or equivalent person of the issuer; and
(iii)each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the issuer;
(d)an issue manager to the offer of the securities or securities-based derivatives contracts who is, and who has consented to be, named in the prospectus or profile statement, if —
(i)he intentionally or recklessly makes the false or misleading statement or omits to state the information or circumstance;
(ii)knowing that the statement in the prospectus or profile statement is false or misleading or that the information or circumstance has been omitted, he fails to take such remedial action as is appropriate in the circumstances without delay; or
(iii)he is reckless as to whether the statement is false or misleading or whether the information or circumstance has been included;
[Act 4 of 2017 wef 08/10/2018]
(e)an underwriter (but not a sub-underwriter) to the issue or sale of the securities or securities-based derivatives contracts who is, and who has consented to be, named in the prospectus or profile statement, if —
(i)he intentionally or recklessly makes the false or misleading statement or omits to state the information or circumstance;
(ii)knowing that the statement is false or misleading or that the information or circumstance has been omitted, he fails to take such remedial action as is appropriate in the circumstances without delay; or
(iii)he is reckless as to whether the statement is false or misleading or whether the information or circumstance has been included;
[Act 4 of 2017 wef 08/10/2018]
(f)a person named in the prospectus or the profile statement with his consent as having made —
(i)the statement that is false or misleading, if he intentionally or recklessly makes that statement; or
(ii)a statement on which the false or misleading statement is based, if he knows that the second-mentioned statement is false or misleading and fails to take immediate steps to withdraw his consent,
but only in respect of the inclusion of the false or misleading statement; and
(g)any other person who intentionally or recklessly makes the false or misleading statement, or omits to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.
[1/2005]
(5)  For the purposes of subsection (4) and this subsection —
(a)remedial action includes any of the following:
(i)preventing the statement from being included, or having the information or circumstance included, in the prospectus or profile statement, as the case may be;
(ii)procuring the lodgment of a supplementary or replacement prospectus under section 241; and
(b)a person is reckless as to the matter referred to in subsection (4)(d)(iii) or (e)(iii) if, having been put upon inquiry that the statement to be, or which has been, included in the prospectus or profile statement is likely to be false or misleading, that the information or circumstance is likely to be required to be included in that document, or that there is likely to be an omission to state the information or circumstance in that document, he fails to —
(i)make all inquiries as are reasonable in the circumstances to verify this; and
(ii)take such remedial action as is appropriate in the circumstances without delay, if such action is warranted by the outcome of the inquiries.
[1/2005]
(6)  For the purposes of this section, any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Companies, s. 56; Aust. Corporations 2001, s. 728]
Civil liability for false or misleading statements
254.—(1)  Where an offer of securities or securities-based derivatives contracts is made in or accompanied by a prospectus or profile statement, or, in the case of an offer referred to in section 280, where a prospectus or profile statement is prepared and issued in relation to the offer, and —
(a)a false or misleading statement is contained in —
(i)the prospectus or the profile statement; or
(ii)any application form for the securities or securities-based derivatives contracts;
(b)there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or
(c)there is an omission to state a new circumstance that —
(i)has arisen since the prospectus or the profile statement was lodged with the Authority; and
(ii)would have been required by section 243 to be included in the prospectus, or required to be included in the profile statement under section 246, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,
the persons referred to in subsection (3) shall be liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the prospectus or the profile statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person makes the statement without having reasonable grounds for making the statement.
(3)  The persons liable are —
(a)the person making the offer;
(b)where the person making the offer is an entity —
(i)each director or equivalent person of the entity; and
(ii)if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the entity;
(c)where the issuer is controlled by the person making the offer, one or more of the related parties of the person making the offer, or the person making the offer and one or more of his related parties —
(i)the issuer;
(ii)each director or equivalent person of the issuer; and
(iii)each person who is, and who has consented to be, named in the prospectus or the profile statement as a proposed director or an equivalent person of the issuer;
(d)an issue manager to the offer of the securities or securities-based derivatives contracts who is, and who has consented to be, named in the prospectus or the profile statement;
[Act 4 of 2017 wef 08/10/2018]
(da)an underwriter (but not a sub-underwriter) to the issue or sale of the securities or securities-based derivatives contracts who is, and who has consented to be, named in the prospectus or the profile statement;
[Act 4 of 2017 wef 08/10/2018]
(e)a person named in the prospectus or the profile statement with his consent as having made a statement —
(i)that is included in the prospectus or the profile statement; or
(ii)on which a statement made in the prospectus or the profile statement is based,
but only in respect of the inclusion of that statement; and
(f)any other person who made the false or misleading statement or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance.
[1/2005]
(4)  A person who acquires securities or securities-based derivatives contracts as a result of an offer that was made in or accompanied by a profile statement is taken to have acquired the securities or securities-based derivatives contracts in reliance on both the profile statement and the prospectus for the offer.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4A)  For the purposes of this section, any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
(5)  No action under subsection (1) shall be commenced after the expiration of 6 years from the date on which the cause of action arose.
(6)  This section does not affect any liability that a person has under any other law.
[Companies, s. 55; Aust. Corporations 2001, s. 728]
Defences
255.—(1)  A person referred to in section 253(4)(a), (b) or (c) is not liable under section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only because of a false or misleading statement in a prospectus or a profile statement if the person proves that he —
(a)made all inquiries (if any) that were reasonable in the circumstances; and
(b)after doing so, believed on reasonable grounds that the statement was not false or misleading.
[1/2005]
(2)  A person referred to in section 253(4)(a), (b) or (c) is not liable under section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that he —
(a)made all inquiries (if any) that were reasonable in the circumstances; and
(b)after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter.
[1/2005]
(3)  A person is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that he placed reasonable reliance on information given to him by —
(a)if the person is an entity, someone other than —
(i)a director or an equivalent person; or
(ii)an employee or agent,
of the entity; or
(b)if the person is an individual, someone other than an employee or agent of the individual.
[1/2005]
(4)  For the purposes of subsection (3), a person is not the agent of an entity or individual merely because he performs a particular professional or advisory function for the entity or individual.
[1/2005]
(5)  A person who is named in a prospectus or a profile statement as —
(a)a proposed director or an equivalent person of the issuer, or an issue manager or underwriter;
(b)having made a statement included in the prospectus or the profile statement; or
(c)having made a statement on the basis of which a statement is included in the prospectus or the profile statement,
is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that he publicly withdrew his consent to being named in the prospectus or the profile statement in that way.
[1/2005]
(6)  A person is not liable under section 253(1) or 254(1) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that he was not aware of the matter.
(7)  For the purposes of this section, any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.
[1/2005]
[Companies, s. 55B; Aust. Corporations 2001, s. 731, s. 732 and s. 733]
256.  [Repealed by Act 1/2005]
Document containing offer of securities or securities-based derivatives contracts for sale deemed prospectus
257.—(1)  Subsection (2) applies where —
(a)an entity allots or agrees to allot to any person any securities or securities-based derivatives contracts of the entity or a business trust, as the case may be, with a view to all or any of them being subsequently offered for sale to another person; and
[Act 4 of 2017 wef 08/10/2018]
(b)such offer (referred to in this section as a subsequent offer) does not qualify for an exemption under Subdivision (4) of this Division (other than section 280).
[1/2005]
(2)  Any document by which the subsequent offer is made shall for all purposes be deemed to be a prospectus issued by the entity, and the entity shall for all purposes be deemed to be the person making the offer, and all written laws and rules of law as to the contents of prospectuses and to liability in respect of statements and non-disclosure in prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if —
(a)an offer of securities or securities-based derivatives contracts has been made; and
[Act 4 of 2017 wef 08/10/2018]
(b)persons accepting the subsequent offer in respect of any securities or securities-based derivatives contracts were subscribers therefor,
but without prejudice to the liability, if any, of the persons making the subsequent offer, in respect of statements or non-disclosures in the document or otherwise.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(3)  For the purposes of this Act, it shall, unless the contrary is proved, be sufficient evidence that an allotment of, or an agreement to allot, securities or securities-based derivatives contracts was made with a view to the securities or securities-based derivatives contracts being subsequently offered for sale if it is shown —
(a)that an offer of the securities or securities-based derivatives contracts or of any of them for sale was made within 6 months after the allotment or agreement to allot; or
[Act 4 of 2017 wef 08/10/2018]
(b)that at the date when the offer was made the whole consideration to be received by the entity in respect of the securities or securities-based derivatives contracts had not been so received.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4)  The requirements of this Division as to prospectuses shall have effect as though the persons making the subsequent offer were persons named in the prospectus as directors or equivalent persons of the entity.
[1/2005]
(5)  In addition to complying with the other requirements of this Division, the document making the subsequent offer shall state —
(a)the net amount of the consideration received or to be received by the entity in respect of the securities or securities-based derivatives contracts being offered; and
[Act 4 of 2017 wef 08/10/2018]
(b)the place and time at which a copy of the contract under which the securities or securities-based derivatives contracts have been or are to be allotted may be inspected.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 52]
Application and moneys to be held in trust in separate bank account until allotment
258.—(1)  All application and other moneys paid prior to allotment by any applicant on account of securities or securities-based derivatives contracts offered to him shall, until the allotment of the securities or securities-based derivatives contracts, be held by the person making the offer of the securities or securities-based derivatives contracts upon trust for the applicant in a separate bank account, being a bank account that is established and kept by the person solely for the purpose of depositing the application and other moneys that are paid by applicants for those securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  There shall be no obligation or duty on any bank with which any such moneys have been deposited to enquire into or see to the proper application of those moneys, so long as the bank acts in good faith.
[1/2005]
(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
[Companies, s. 58]
Allotment of securities or securities-based derivatives contracts where prospectus indicates application to list on approved exchange
259.—(1)  Where a prospectus states or implies that application has been or will be made for permission for the securities or securities-based derivatives contracts offered thereby to be listed for quotation on any approved exchange, and —
(a)the permission is not applied for in the form required by the approved exchange within 3 days from the date of the issue of the prospectus; or
[Act 4 of 2017 wef 08/10/2018]
(b)the permission is not granted before the expiration of 6 weeks from the date of the issue of the prospectus or such longer period not exceeding 12 weeks from the date of the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the approved exchange,
then —
(i)any allotment whenever made of securities or securities-based derivatives contracts made on an application in pursuance of the prospectus shall, subject to subsection (3), be void; and
[Act 4 of 2017 wef 08/10/2018]
(ii)any person who continues to allot such securities or securities-based derivatives contracts after the period specified in paragraph (a) or (b), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  Where the permission has not been applied for, or has not been granted as mentioned under subsection (1), the person making the offer shall, subject to subsection (3), immediately repay without interest all moneys received from applicants in pursuance of the prospectus, and if any such moneys is not repaid within 14 days after the person making the offer so becomes liable to repay them, then —
(a)he shall be liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days; and
(b)where the person making the offer is an entity, in addition to the liability of the entity, the directors or equivalent persons of the entity shall be jointly and severally liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days.
[1/2005]
(3)  Where in relation to any securities or securities-based derivatives contracts —
(a)permission is not applied for as mentioned in subsection (1)(a); or
(b)permission is not granted as mentioned in subsection (1)(b),
the Authority may, on the application of the issuer made before any of the securities or securities-based derivatives contracts is purported to be allotted, exempt the allotment of the securities or securities-based derivatives contracts from the provisions of this section, and the Authority must give notice of such exemption in the Gazette.
[Act 4 of 2017 wef 08/10/2018]
(4)  A director or an equivalent person shall not be liable under subsection (2) if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
[1/2005]
(5)  Any condition requiring or binding any applicant for securities or securities-based derivatives contracts to waive compliance with any requirement of this section or purporting to do so shall be void.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(6)  Without limiting the application of any of its provisions, this section shall have effect —
(a)in relation to any securities or securities-based derivatives contracts agreed to be taken by a person underwriting an offer thereof contained in a prospectus as if he had applied therefor in pursuance of the prospectus; and
[Act 4 of 2017 wef 08/10/2018]
(b)in relation to a prospectus offering securities or securities-based derivatives contracts for sale as if a reference to sale were substituted for a reference to allotment.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(7)  All moneys received from applicants in pursuance of the prospectus shall be kept in a separate bank account so long as the person making the offer may become liable to repay it under subsection (2).
[16/2003; 1/2005]
(8)  Any person who contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
(9)  Where the approved exchange has within the time specified in subsection (1)(b) granted permission subject to compliance with any requirements specified by the approved exchange, permission shall be deemed to have been granted by the approved exchange if the directors or equivalent persons have given to the approved exchange an undertaking in writing to comply with the requirements of the approved exchange.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(10)  If any such undertaking referred to in subsection (9) is not complied with, each director or equivalent person who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
(11)  A person must not issue a prospectus inviting persons to subscribe for securities or securities-based derivatives contracts of an entity if it includes —
(a)a false or misleading statement that permission has been granted for those securities or securities-based derivatives contracts to be listed for quotation on, dealt in or quoted on any approved exchange; or
(b)any statement in any way referring to any such permission or to any application or intended application for any such permission, or to listing for quotation, dealing in or quoting the securities or securities-based derivatives contracts on any approved exchange, or to any requirement of an approved exchange, unless —
(i)that statement is or is to the effect that permission has been granted, or that application has been or will be made to the approved exchange within 3 days after the date of the issue of the prospectus; or
(ii)that statement has been approved by the Authority for inclusion in the prospectus.
[Act 4 of 2017 wef 08/10/2018]
(12)  Any person who contravenes subsection (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(13)  Where a prospectus contains a statement to the effect that the memorandum and articles or other constituent document or documents of the issuer comply, or have been drawn so as to comply, with the requirements of any approved exchange, the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that application has been, or will be, made for permission for the securities or securities-based derivatives contracts to which the prospectus relates to be listed for quotation on the approved exchange.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 53]
Prohibition of allotment unless minimum subscription received
260.—(1)  A person must not make an allotment of any securities or securities-based derivatives contracts of a company or business trust unless —
(a)the minimum subscription has been subscribed; and
(b)the sum payable on application for the securities or securities-based derivatives contracts so subscribed has been received by the company or the trustee-manager (as the case may be).
[Act 4 of 2017 wef 08/10/2018]
(1A)  Despite subsection (1), if a cheque for the sum payable mentioned in subsection (1) has been received by the company or the trustee-manager of the business trust (as the case may be), the sum is treated as not having been received by the company or the trustee-manager (as the case may be) until the cheque is paid by the bank on which the cheque is drawn.
[Act 4 of 2017 wef 08/10/2018]
(2)  The minimum subscription shall —
(a)be calculated based on the price at which each share or debenture, each unit of share or debenture, or each unit or derivative of a unit in a business trust, is or will be offered; and
[Act 4 of 2017 wef 08/10/2018]
(b)be reckoned exclusively of any amount payable otherwise than in cash.
[1/2005]
(3)  The amount payable on application on each share or debenture, or each unit of share or debenture, or each unit or derivative of a unit in a business trust, offered must not be less than 5% of the price at which the share or debenture, or unit of share or debenture, or unit or derivative of a unit in a business trust, is or will be offered.
[Act 4 of 2017 wef 08/10/2018]
(4)  If the conditions referred to in subsection (1)(a) and (b) have not been satisfied on the expiration of 4 months after the first issue of the prospectus, all moneys received from applicants for securities or securities-based derivatives contracts shall be immediately repaid to them without interest.
[Act 4 of 2017 wef 08/10/2018]
[1/2005]
(5)  If any money mentioned in subsection (4) is not repaid within 5 months after the issue of the prospectus, the directors of the company or the directors of the trustee-manager of the business trust (as the case may be) are jointly and severally liable to repay that money with interest at the rate of 10% per annum from the expiration of the period of 5 months.
[Act 4 of 2017 wef 08/10/2018]
(6)  A director is not liable under subsection (5) if the director proves that the default in the repayment of the money was not due to any misconduct or negligence on the part of the director.
[Act 4 of 2017 wef 08/10/2018]
(7)  An allotment made by a company or a trustee-manager of a business trust to an applicant in contravention of this section is voidable at the option of the applicant, which option may be exercised by written notice served —
(a)if the allotment is made by a company, on the company —
(i)within one month after the holding of the statutory meeting of the company; or
(ii)where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment; or
(b)if the allotment is made by a trustee-manager of a business trust, on the trustee-manager of the business trust within one month after the date of the allotment.
[Act 4 of 2017 wef 08/10/2018]
(7A)  The allotment mentioned in subsection (7) is voidable even if the company or business trust is in the course of being wound up.
[Act 4 of 2017 wef 08/10/2018]
(7B)  A trustee-manager of a business trust which contravenes any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence —
(a)to pay into the trust property of the business trust any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) has sustained or incurred as a consequence of such contravention; and
(b)to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.
[Act 4 of 2017 wef 08/10/2018]
(7C)  Every director of a trustee-manager of a business trust who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence —
(a)to pay into the trust property of the business trust any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) has sustained or incurred as a consequence of such contravention; and
(b)to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.
[Act 4 of 2017 wef 08/10/2018]
(7D)  Every director of a company who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section shall be guilty of an offence and shall be liable, in addition to the penalty or punishment for the offence —
(a)to compensate the company for any loss, damages or costs which the company has sustained or incurred as a consequence of such contravention; and
(b)to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.
[Act 4 of 2017 wef 08/10/2018]
(8)  No proceedings for the recovery of any compensation under subsection (7) shall be commenced after the expiration of 2 years from the date of the allotment.
(9)  Any condition requiring or binding any applicant for securities or securities-based derivatives contracts to waive compliance with any requirement of this section shall be void.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 57]
Subdivision (3) — Debentures
Preliminary provisions
261.—(1)  Subject to subsection (1A), this Subdivision shall apply where an entity makes an offer of debentures.
[1/2005]
(1A)  Sections 268, 269 and 270 shall not apply if the borrowing entity is a prescribed entity.
[1/2005]
(1B)  In subsections (1A) and (1C), “prescribed entity” means —
(a)any bank licensed under the Banking Act (Cap. 19); or
(b)any entity or entity of a class which has been declared by the Authority, by order published in the Gazette, to be a prescribed entity for the purposes of this section.
[1/2005]
(1C)  The Authority may, by notice in writing —
(a)impose such conditions or restrictions on a prescribed entity as it thinks fit; and
(b)at any time vary or revoke any condition or restriction so imposed,
and the prescribed entity shall comply with every such condition or restriction imposed on it by the Authority that has not been revoked by the Authority.
[1/2005]
(1D)  Any person who contravenes any condition or restriction imposed under subsection (1C)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
(2)  [Deleted by Act 1/2005]
(3)  In this Subdivision, a corporation is related to another corporation if it is deemed to be related to that other corporation by virtue of section 6 of the Companies Act (Cap. 50).
Offer of asset-backed securities
262.—(1)  An offer of asset-backed securities shall be made only if they are issued by —
(a)a special purpose vehicle other than a trust; or
(b)the trustee of a trust that is a special purpose vehicle.
[1/2005]
(2)  The Authority may exempt any person or class of persons from this section, subject to such conditions or restrictions as may be determined by the Authority.
[1/2005]
(3)  In this section —
“asset-backed securities” means debentures or units of debentures issued pursuant to a securitisation transaction;
“securitisation transaction” means an arrangement that involves the sale, transfer or assignment of assets to a special purpose vehicle where —
(a)such sale, transfer or assignment is funded by the issue of debentures or units of debentures (whether by that special purpose vehicle or another special purpose vehicle); and
(b)payments in respect of such debentures or units of debentures are or will be principally derived, directly or indirectly, from the cash flows generated by the assets;
“special purpose vehicle” means an entity that is established solely in order to, or a trust that is established solely in order for its trustee to, do either or both of the following:
(a)hold (whether as a legal or equitable owner) the assets from which payments to holders of any asset-backed securities are or will be primarily derived;
(b)issue any asset-backed securities.
[1/2005]
263.  [Repealed by Act 16/2003]
264.  [Repealed by Act 16/2003]
Power of court in relation to certain irredeemable debentures
265.—(1)  Notwithstanding anything in any debenture or trust deed, the security for any debentures which are irredeemable or redeemable only on the happening of a contingency shall, if the court so orders, be enforceable, immediately or at such other time as the court directs if, on the application of the trustee for the holders of the debentures or (where there is no trustee) on the application of any holder of the debentures, the court is satisfied that —
(a)at the time of the issue of the debentures the assets of the borrowing entity which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon;
(b)the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and
(c)the assets covered by the security, on a fair valuation on the basis of a going concern after allowing a reasonable amount for depreciation are worth less than the principal sum and the borrowing entity is not making sufficient profit to pay the interest due on the principal sum or (where no definite rate of interest is payable) interest thereon at such rate as the court considers would be a fair rate to expect from a similar investment.
[1/2005]
(2)  Subsection (1) shall not affect any power to vary rights or accept any compromise or arrangement created by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the borrowing entity and creditors.
[1/2005]
[Companies, s. 100]
Requirement for trustees
265A.—(1)  Where an offer of debentures is made in or accompanied by a prospectus, the borrowing entity shall appoint a trustee for the holders of debentures (referred to in this section as the appointed trustee) for the entire tenure of the debentures.
(2)  The borrowing entity shall ensure that —
(a)where the debentures are asset-backed securities or structured notes, the appointed trustee is any of the following persons:
(i)a holder of a trust business licence under the Trust Companies Act (Cap. 336) that is carrying on business in Singapore in that capacity;
(ii)a bank licensed under the Banking Act (Cap. 19) that is carrying on business in Singapore in that capacity;
(iii)an approved trustee referred to in section 289 that is carrying on business in Singapore in that capacity;
(iv)such other person as may be prescribed by the Authority by regulations made under section 341;
(b)where the debentures are not asset-backed securities or structured notes, the appointed trustee is any of the following persons:
(i)a holder of a trust business licence under the Trust Companies Act that is carrying on business in Singapore in that capacity;
(ii)a bank licensed under the Banking Act that is carrying on business in Singapore in that capacity;
(iii)an approved trustee referred to in section 289 that is carrying on business in Singapore in that capacity;
(iv)any other person whom the borrowing entity is satisfied, on reasonable grounds, is, and will be, able to take timely and appropriate action on behalf of the holders of debentures, in the event of a default or as required by the trust deed;
(v)such other person as may be prescribed by the Authority by regulations made under section 341;
(c)the appointed trustee is independent of the borrowing entity, guarantor entity, arranger and counterparty of the debentures; and
(d)the appointed trustee meets such requirements as may be prescribed by the Authority by regulations made under section 341.
(3)  For the purposes of subsection (2)(b)(iv), the borrowing entity shall, before being satisfied that a person is, and will be, able to take timely and appropriate action on behalf of the holders of debentures, in the event of a default or as required by the trust deed, consider the following matters:
(a)whether the person is licensed or regulated in the jurisdiction —
(i)in which the person was incorporated or formed; or
(ii)of the person’s principal place of business;
(b)the contractual arrangements between the borrowing entity and the person;
(c)whether, if the person is the appointed trustee, the duties which will be imposed on the person by way of the trust deed, or under the laws and practices of the jurisdiction referred to in paragraph (a), are at least equivalent to those imposed under section 266(1); and
(d)such other matters as may be prescribed by the Authority by regulations made under section 341.
(4)  Any person who contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(5)  In this section —
“asset-backed securities” has the same meaning as in section 262(3);
“structured notes” has the same meaning as in section 240AA(5).
[Act 34 of 2012 wef 19/08/2016]
Duties of trustees
266.—(1)  A trustee for the holders of debentures shall —
(a)at all times exercise due diligence and vigilance in carrying out its functions and duties, and in safeguarding the rights and interests of the holders of debentures;
(b)ensure that it has the ability and powers to perform all of its duties as set out in the trust deed;
(c)ensure that any trustee appointed for the holders of any collateral upon which the debentures are secured is subject to duties that are at least equivalent to those imposed under paragraphs (a) and (b); and
(d)comply with such other requirements as may be prescribed by the Authority by regulations made under section 341, or as may be imposed by the Authority in respect of any particular offer or transaction relating to the debentures.
[Act 34 of 2012 wef 18/03/2013]
(2)  Where, after due inquiry, the trustee for the holders of debentures at any time is of the opinion that the assets of the borrowing entity and of any of its guarantor entities which are or should be available whether by way of security or otherwise, are insufficient, or likely to become insufficient, to discharge the principal debt as and when it becomes due, the trustee may apply to the Authority for an order under this subsection.
[1/2005]
(3)  The Authority, on such application —
(a)after giving the borrowing entity an opportunity of making representations in relation to that application, by order in writing served on the entity at its registered office in Singapore, may impose such restrictions on the activities of the borrowing entity, including restrictions on advertising for deposits or loans and on borrowing by the entity as the Authority thinks necessary for the protection of the interests of the holders of the debentures; or
(b)may, and if the borrowing entity so requires, shall direct the trustee to apply to the court for an order under subsection (5); and the trustee shall apply accordingly.
[1/2005]
(4)  Where —
(a)after due inquiry, the trustee at any time is of the opinion that the assets of the borrowing entity and of any of its guarantor entities which are or should be available, whether by way of security or otherwise, are insufficient or likely to become insufficient, to discharge the principal debt as and when it becomes due; or
(b)the borrowing entity has contravened an order made by the Authority under subsection (2),
the trustee may, and where the borrowing entity has requested the trustee to do so, shall apply to the court for an order under subsection (5).
[1/2005]
(5)  Where an application is made to the court under subsection (3) or (4), the court may, after giving the borrowing entity an opportunity to be heard, by order, do all or any of the following things:
(a)direct the trustee to convene a meeting of the holders of the debentures for the purpose of placing before them such information relating to their interests and such proposals for the protection of their interests as the trustee considers necessary or appropriate, and of obtaining their directions in relation thereto and give such directions in relation to the conduct of the meeting as the court thinks fit;
(b)stay all or any actions or proceedings before any court by or against the borrowing entity;
(c)restrain the payment of any moneys by the borrowing entity to the holders of debentures of the borrowing entity or to any class of such holders;
(d)appoint a receiver of such of the property as constitutes the security, if any, for the debentures;
(e)give such further directions from time to time as may be necessary to protect the interests of the holders of the debentures, the members of the borrowing entity or any of its guarantor entities or the public,
but in making any such order the court shall have regard to the rights of all creditors of the borrowing entity.
[1/2005]
(6)  The court may vary or rescind any order made under subsection (5) as the court thinks fit.
(7)  A trustee in making any application to the Authority or to the court shall have regard to the nature and kind of the security given when the offer of the debentures was made, and if no security was given shall have regard to the position of the holders of the debentures as unsecured creditors of the borrowing entity.
[1/2005]
(8)  A trustee may rely upon any certificate or report given or statement made by any advocate and solicitor, auditor or officer of the borrowing entity or guarantor entity if it has reasonable grounds for believing that such advocate and solicitor, auditor or officer was competent to give or make the certificate, report or statement.
[1/2005]
[Companies, s. 101]
Powers of trustee to apply to court for directions, etc.
267.—(1)  A trustee for the holders of debentures may apply to the court —
(a)for directions in relation to any matter arising in connection with the performance of the functions of the trustee; or
(b)to determine any question in relation to the interests of the holders of debentures.
(2)  The court may —
(a)give such directions to the trustee as the court thinks fit; and
(b)if satisfied that the determination of the question will be just and beneficial, accede wholly or partially to any such application on such terms and conditions as the court thinks fit or make such other order on the application as the court thinks just.
(3)  The court may, on an application under this section, order a meeting of all or any of the holders of debentures to be called to consider any matters in which they are concerned and to advise the trustee on those matters and may give such ancillary or consequential directions as the court thinks fit.
(4)  The meeting shall be held and conducted in such manner as the court directs, under the chairmanship of a person nominated by the trustee or such other person as the meeting appoints.
[Companies, s. 102]
Right of Authority, approved exchange and holders of debentures to apply to court for order
267A.  Without prejudice to any other right of action or remedy in any written law or rule of law, a holder of debentures, the Authority or an approved exchange (in a case where the debentures are quoted or listed for quotation on that approved exchange) may apply to the court for an order to compel the trustee for the holders of such debentures to perform his duties as set out in the trust deed relating to those debentures, and the court may either make the order on such terms as it considers appropriate, or dismiss the application.
[16/2003]
[Act 4 of 2017 wef 08/10/2018]
Obligations of borrowing entity
268.—(1)  [Deleted by Act 34 of 2012 wef 19/08/2016]
(2)  [Deleted by Act 34 of 2012 wef 19/08/2016]
(3)  [Deleted by Act 34 of 2012 wef 19/08/2016]
(4)  Where there is a trustee for the holders of any debentures issued by a borrowing entity, the borrowing entity and each of its guarantor entities which has guaranteed the repayment of the moneys raised by the issue of those debentures shall, whether or not any demand therefor has been made —
(a)in writing furnish the trustee, within 21 days after the creation of the charge, with the particulars of any charge created by the entity or the guarantor entity, as the case requires; and
(b)when the amount to be advanced on the security of the charge is indeterminate, in writing furnish the trustee, within 7 days after the advance, with particulars of the amount or amounts in fact advanced.
[1/2005]
(5)  Where any such advance referred to in subsection (4)(b) is merged in a current account with bankers or trade creditors, it shall be sufficient for particulars of the net amount outstanding in respect of any such advance to be furnished every 3 months.
(6)  The directors or equivalent persons of every borrowing entity and of every guarantor entity shall cause to be made out and lodged with the trustee for the holders of the debentures, if any —
(a)a profit and loss account for the first 6 months of every financial year of the entity and a balance-sheet as at the end of that period, not later than 3 months after the expiration of the period of 6 months; and
(b)a profit and loss account for every financial year of the entity and a balance-sheet as at the end of that period, not later than 5 months after the expiration of that financial year.
[Act 34 of 2012 wef 19/08/2016]
[1/2005]
(6A)  Any person who furnishes any information contained in a profit and loss account or balance‑sheet required under subsection (6) shall use due care to ensure that the information is not false or misleading in any material particular.
[Act 34 of 2012 wef 19/08/2016]
(7)  Any person who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
(7A)  Any person who contravenes subsection (6A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.
[Act 34 of 2012 wef 19/08/2016]
(8)  Sections 201(8), (9) and (10) and (12) to (16) and 207(1), (2) and (7) of the Companies Act (Cap. 50) shall, with such adaptations as are necessary, be applicable to every profit and loss account and balance-sheet made out and lodged under subsection (6) as if that profit and loss account and balance-sheet were financial statements referred to in those sections.
[Act 35 of 2014 wef 01/07/2015]
(9)  Where the directors or equivalent persons of a borrowing entity, or the directors or equivalent persons of a guarantor entity, do not lodge with the trustee the profit and loss accounts and balance-sheets as required under subsection (6) within the time prescribed under that subsection, the trustee shall immediately lodge notice of that fact with the Authority.
[Act 34 of 2012 wef 19/08/2016]
(10)  Notwithstanding anything in subsection (8) —
(a)a profit and loss account and balance-sheet of a borrowing entity or its guarantor entity required to be made out and lodged in accordance with subsection (6)(a) need not be audited; and
(b)a profit and loss account and balance-sheet of a borrowing entity or its guarantor entity required to be made out and lodged in accordance with subsection (6)(b) need not be audited, or the audit thereof may be of a limited nature or extent, if the trustee for the holders of the debentures of the borrowing entity has, by notice in writing, consented to the audit being dispensed with or being of a limited nature or extent, as the case may be.
[2/2009 wef 29/07/2009]
(11)  Where the trustee has by notice in writing given his consent under subsection (10), the directors or equivalent persons of the borrowing entity, or the directors or equivalent persons of the guarantor entity, in respect of whose profit and loss account and balance-sheet the notice was given, shall lodge with the Authority a copy of the notice at the time when the profit and loss account and balance-sheet to which the notice relates are lodged with the Authority.
[1/2005]
(12)  Notwithstanding anything in this section, a profit and loss account and balance-sheet of a borrowing entity or its guarantor entity required to be made out and lodged in accordance with subsection (6) may, unless the trustee for the holders of the debentures of the borrowing entity otherwise requires in writing, be based upon the value of the stock in trade of the borrowing entity or the guarantor entity, as the case may be, as reasonably estimated by the directors or equivalent persons of the borrowing entity or guarantor entity.
[1/2005]
(13)  The estimation of the directors or equivalent persons referred to in subsection (12) shall be made on the basis of the values of such stock in trade as adopted for the purpose of the profit and loss account and balance-sheet of that entity laid before the entity at its last preceding annual general meeting and certified in writing by the directors or equivalent persons as such.
[1/2005]
[Companies, s. 103]
Additional obligations of borrowing entity, where debentures are not listed on approved exchange
268A.—(1)  A borrowing entity that issues any debentures which are not listed on an approved exchange (referred to in this section as unlisted debentures) shall, if the unlisted debentures have a tenure of 12 months or longer, prepare and make available to the holders of the debentures, in respect of the period of 6 months beginning on the date of issuance of the debentures and each subsequent period of 6 months, a report covering the period of 6 months (referred to in this section as a semi-annual report), in accordance with this section and such other requirements as may be prescribed by the Authority by regulations made under section 341.
[Act 4 of 2017 wef 08/10/2018]
(2)  The borrowing entity shall ensure that each semi‑annual report covering a period of 6 months is lodged with the trustee for the holders of the unlisted debentures, not later than 2 months after the end of that period.
(3)  Where the borrowing entity does not lodge with the trustee for the holders of unlisted debentures a semi‑annual report as required under subsection (2), the trustee shall immediately lodge notice of that fact with the Authority.
(4)  A borrowing entity shall immediately disclose, in such form and manner as may be prescribed by the Authority by regulations made under section 341, to holders of unlisted debentures any information which may materially affect —
(a)the risks and returns of the unlisted debentures; or
(b)the price or value of the unlisted debentures.
(5)  Any person who contravenes subsection (1), (2) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part thereof during which the offence continues after conviction.
(6)  Where the terms of any unlisted debentures provide for redemption at the option of the holder of the unlisted debentures, the borrowing entity shall —
(a)make available bid or redemption prices of the unlisted debentures, at the frequency at which the borrowing entity has committed to buying back the unlisted debentures or once every fortnight, whichever is more frequent, in such form and manner as may be prescribed by the Authority by regulations made under section 341;
(b)if the published bid prices are indicative and may not be the actual bid prices, clearly state this fact, wherever the published bid prices appear, in such form and manner as may be prescribed by the Authority by regulations made under section 341; and
(c)ensure that the bid or redemption prices are determined in an independent and fair manner.
(7)  A borrowing entity shall ensure that each profit and loss account or balance-sheet that its directors or equivalent persons are required to lodge under section 268(6) is made available, in such form and manner as may be prescribed by the Authority by regulations made under section 341, to holders of unlisted debentures, on the day of lodgment of the profit and loss account or balance‑sheet, as the case may be, with the trustee for the holders of the unlisted debentures.
(8)  Any person who contravenes subsection (6) or (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
(9)  Any person who furnishes any information contained in a semi-annual report required under subsection (2) shall use due care to ensure that the information is not false or misleading in any material particular.
(10)  Any person who contravenes subsection (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.
[Act 34 of 2012 wef 19/08/2016]
[Act 4 of 2017 wef 08/10/2018]
Obligation of guarantor entity to furnish information
269.—(1)  For the purpose of the preparation of a report that, by this Subdivision, is required to be signed by or on behalf of the directors or equivalent persons, or persons approved by the Authority, of a borrowing entity or any of them, that borrowing entity may, by notice in writing, require any of its guarantor entities to furnish it with any information relating to that guarantor entity which is, by this Subdivision, required to be contained in that report.
[1/2005]
(2)  The guarantor entity shall furnish the borrowing entity with the information required under subsection (1) before such date, being a date not earlier than 14 days after the notice is given, as may be specified in that behalf in the notice.
[1/2005]
(3)  A guarantor entity which fails to comply with a requirement contained in a notice given under subsection (1) and every officer or equivalent person of that entity who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part thereof during which the offence continues after conviction.
[1/2005]
[Companies, s. 104]
Loans and deposits to be immediately repayable on certain events
270.—(1)  Where there is, in any prospectus issued in connection with an offer of debentures, a statement as to any particular purpose or project for which the moneys received by the borrowing entity in response to the offer are to be applied, the borrowing entity shall, where there is a trustee for the holders of those debentures, from time to time make reports to the trustee as to the progress that has been made towards achieving such purpose or completing such project.
[16/2003; 1/2005]
(2)  Each such report shall be included in the report required to be furnished to the trustee for the holders of the debentures under section 268(1).
(3)  When it appears to the trustee for the holders of the debentures that such purpose or project has not been achieved or completed —
(a)within the time stated in the prospectus within which the purpose or project is to be achieved or completed; or
(b)where no such time was stated, within a reasonable time,
the trustee may and, if in his opinion it is necessary for the protection of the interests of the holders of the debentures, shall give notice in writing to the borrowing entity requiring it to repay the moneys so received by the borrowing entity and, within one month after such notice is given, lodge with the Authority a copy thereof.
[1/2005]
(4)  The trustee shall not give notice under subsection (3) if he is satisfied —
(a)that the purpose or project has been substantially achieved or completed;
(b)that the interests of the holders of debentures have not been materially prejudiced by the failure to achieve or complete the purpose or project within the time stated in the prospectus or within a reasonable time; or
(c)that the failure to achieve the purpose or project was due to circumstances beyond the control of the borrowing entity that could not reasonably have been foreseen by the borrowing entity at the time that the prospectus was issued.
[1/2005]
(5)  Upon receipt by the borrowing entity of a notice referred to in subsection (3), the borrowing entity shall be liable to repay, and on demand in writing by a person entitled thereto shall immediately repay to him any moneys owing to him as the result of a loan or deposit made in response to the offer unless —
(a)before the moneys were accepted by the borrowing entity, the borrowing entity had given notice in writing to the persons from whom the moneys were received specifying the purpose or project for which the moneys would in fact be used and the moneys were accepted by the borrowing entity accordingly; or
(b)the borrowing entity by notice in writing served on the holders of the debentures —
(i)had specified the purpose or project for which the moneys would in fact be applied by the borrowing entity; and
(ii)had offered to repay the moneys to the holders of the debentures, and that person had not within 14 days after the receipt of the notice, or such longer time as was specified in the notice, in writing demanded from the borrowing entity repayment of the money.
[1/2005]
(6)  Where the borrowing entity has given a notice in writing as provided in subsection (5), specifying the purpose or project for which the moneys will in fact be applied by the borrowing entity, this section shall apply and have effect as if the purpose or project so specified in the notice was the particular purpose or project specified in the prospectus as the purpose or project for which the moneys were to be applied.
[1/2005]
[Companies, s. 105]
Liability of trustees for debenture holders
271.—(1)  Subject to this section, any provision contained in a trust deed relating to or securing an issue of debentures, or in any contract with the holders of debentures secured by a trust deed, shall be void in so far as it would have the effect of exempting a trustee thereof from or indemnifying him against liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee.
(2)  Subsection (1) shall not invalidate —
(a)any release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release; or
(b)any provision enabling such a release to be given —
(i)on the agreement thereto of a majority of not less than three fourths in nominal value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose; and
(ii)either with respect to specific acts or omissions or on the dissolution of the trustee or on his ceasing to act.
(3)  Subsection (1) shall not operate —
(a)to invalidate any provision in force on 29th December 1967 so long as any trustee then entitled to the benefit of that provision remains a trustee of the deed in question; or
(b)to deprive any trustee of any exemption or right to be indemnified in respect of anything done or omitted to be done by the trustee while any such provision was in force.
[Companies, s. 106]
Subdivision (4) — Exemptions
Issue or transfer of securities or securities-based derivatives contracts for no consideration
272.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities being shares or debentures of an entity, or units in a business trust, if no consideration is or will be given for the issue or transfer of the shares or debentures, or units in a business trust (as the case may be).
(2)  Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities-based derivatives contracts being units of shares or debentures of an entity, or derivatives of units in a business trust, if —
(a)no consideration is or will be given for the issue or transfer of the units of shares or debentures of the entity, or derivatives of units in the business trust; and
(b)no consideration is or will be given for the underlying shares or debentures of the entity, or units in the business trust (as the case may be) on the exercise or conversion of the units of shares or debentures of the entity, or derivatives of units in the business trust (as the case may be).
[Act 4 of 2017 wef 08/10/2018]
Small offers
272A.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to personal offers of securities or securities-based derivatives contracts of an entity or a business trust by a person if —
(a)the total amount raised by the person from such offers within any period of 12 months does not exceed —
(i)$5 million (or its equivalent in a foreign currency); or
(ii)such other amount as may be prescribed by the Authority in substitution for the amount specified in sub-paragraph (i);
(b)in respect of each offer, the person making the offer gives the person to whom he makes the offer —
(i)a statement in writing that states —
(A)where units or derivatives of units in a business trust are being offered and the business trust is not registered under the Business Trusts Act (Cap. 31A) —
This offer is made in reliance on the exemption under section 272A(1) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act.”; and
(B)in any other case —
This offer is made in reliance on the exemption under section 272A(1) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore.”; and
[Act 4 of 2017 wef 08/10/2018]
(ii)a notification in writing that the securities or securities-based derivatives contracts to which the offer (referred to in this sub-paragraph as the initial offer) relates shall not be subsequently sold to any person, unless the offer resulting in such subsequent sale is made —
(A)in compliance with Subdivisions (2) and (3) of this Division;
(B)in reliance on subsection (8)(c) or any other exemption under any provision of this Subdivision (other than this subsection); or
(C)where at least 6 months have elapsed from the date the securities or securities-based derivatives contracts were acquired under the initial offer, in reliance on the exemption under this subsection;
[Act 4 of 2017 wef 08/10/2018]
(c)none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer;
(d)no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —
(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
(ii)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
(iii)a person —
(A)who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
(B)who is exempted from the laws, codes or requirements mentioned in sub-paragraph (A) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; and
[2/2009 wef 29/07/2009]
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(e)no prospectus in respect of any of the offers has been registered by the Authority or, where a prospectus has been registered —
(i)the prospectus has expired pursuant to section 250; or
(ii)the person making the offer has before making the offer informed the Authority by notice in writing of its intent to make the offer in reliance on the exemption under this subsection.
[2/2009 wef 29/07/2009]
(2)  For the purposes of subsection (1)(b), where any notice, circular, material, publication or other document is issued in connection with the offer, the person making the offer is deemed to have given the statement and notification to the person to whom he makes the offer in accordance with that provision if such statement or notification is contained in the first page of that notice, circular, material, publication or document.
[1/2005]
(3)  For the purposes of subsection (1), a personal offer of securities or securities-based derivatives contracts is one that —
(a)may be accepted only by the person to whom it is made; and
(b)is made to a person who is likely to be interested in that offer, having regard to —
(i)any previous contact before the date of the offer between the person making the offer and that person;
(ii)any previous professional or other connection established before that date between the person making the offer and that person; or
(iii)any previous indication (whether through statements made or actions carried out) before that date by that person that indicate to —
(A)the person making the offer;
(B)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(C)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(D)a person licensed under the Financial Advisers Act (Cap. 110) in respect of the provision of financial advisory services concerning investment products;
(E)an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act; or
(F)a person —
(FA)who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(FB)who is exempted from the laws, codes or requirements mentioned in sub-paragraph (FA) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(FC)who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products; or
(FD)who is exempted from the laws, codes or requirements mentioned in sub-paragraph (FC) in respect of the provision of financial advisory services concerning investment products,
that he is interested in offers of that kind.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4)  In determining the amount raised by an offer, the following shall be included:
(a)the amount payable for the securities or securities-based derivatives contracts at the time they are allotted, issued or sold;
[Act 4 of 2017 wef 08/10/2018]
(b)if the securities or securities-based derivatives contracts are issued partly-paid, any amount payable at a future time if a call is made;
[Act 4 of 2017 wef 08/10/2018]
(c)if the securities or securities-based derivatives contracts carry a right (by whatever name called) to be converted into other securities or securities-based derivatives contracts or to acquire other securities or securities-based derivatives contracts, any amount payable on the exercise of the right to convert them into, or to acquire, other securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(5)  In determining whether the amount raised by a person from offers within a period of 12 months exceeds the applicable amount mentioned in subsection (1)(a), each amount raised —
(a)by that person from any offer of securities or securities-based derivatives contracts issued by the same entity; or
(b)by that person or another person from any offer of securities or securities-based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, which is a closely related offer,
if any, within that period in reliance on the exemption under subsection (1) or section 302B(1) must be included.
[Act 4 of 2017 wef 08/10/2018]
(6)  Whether an offer is a closely related offer under subsection (5) shall be determined by considering such factors as the Authority may prescribe.
[1/2005]
(7)  For the purpose of this section, an offer of securities or securities-based derivatives contracts made by a person acting as an agent of another person shall be treated as an offer made by that other person.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(8)  Where securities or securities-based derivatives contracts acquired through an offer made in reliance on the exemption under subsection (1) (called in this subsection an initial offer) are subsequently sold by the person who acquired the securities or securities-based derivatives contracts to another person, Subdivisions (2) and (3) of this Division shall apply to the offer from the first-mentioned person to the second-mentioned person which resulted in that sale, unless —
(a)such offer is made in reliance on an exemption under any provision of this Subdivision (other than this section);
(b)such offer is made in reliance on an exemption under subsection (1) and at least 6 months have elapsed from the date the securities or securities-based derivatives contracts were acquired under the initial offer; or
[Act 4 of 2017 wef 08/10/2018]
(c)such offer is one —
(i)that may be accepted only by the person to whom it is made;
(ii)that is made to a person who is likely to be interested in the offer having regard to —
(A)any previous contact before the date of the offer between the person making the initial offer and that person;
(B)any previous professional or other connection established before that date between the person making the initial offer and that person; or
(C)any previous indication (whether through statements made or actions carried out) before that date by that person that indicate to —
(CA)the person making the initial offer;
(CB)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(CC)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(CD)a person licensed under the Financial Advisers Act (Cap. 110) in respect of the provision of financial advisory services concerning investment products;
(CE)an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act; or
(CF)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(CG)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (CF) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(CH)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of the provision of financial advisory services concerning investment products; or
[Act 4 of 2017 wef 08/10/2018]
(CI)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (CH) in respect of the provision of financial advisory services concerning investment products,
that he is interested in offers of that kind;
[Act 4 of 2017 wef 08/10/2018]
(iii)in respect of which the first-mentioned person has given the second-mentioned person —
(A)a statement in writing that states —
(AA)where units or derivatives of units in a business trust are being offered and the business trust is not registered under the Business Trusts Act (Cap. 31A) —
 “This offer is made in reliance on the exemption under section 272A(8)(c) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act.”; and
(AB)in any other case —
 “This offer is made in reliance on the exemption under section 272A(8)(c) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore.”;
[Act 4 of 2017 wef 08/10/2018]
(B)a notification in writing that the securities or securities-based derivatives contracts being offered shall not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —
(BA)in compliance with Subdivisions (2) and (3) of this Division;
(BB)in reliance on this subsection or any other exemption under any provision of this Subdivision (other than subsection (1)); or
(BC)where at least 6 months have elapsed from the date the securities were acquired under the initial offer, in reliance on the exemption under subsection (1);
[Act 4 of 2017 wef 08/10/2018]
(iv)that is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and
(v)in respect of which no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —
(A)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
(B)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(C)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
(D)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (C) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(9)  Subsection (2) shall apply, with the necessary modifications, in relation to the statement and notification referred to in subsection (8)(c)(iii).
[1/2005]
(10)  In subsections (1)(c) and (8)(c)(iv), “advertisement” means —
(a)a written or printed communication;
(b)a communication by radio, television or other medium of communication; or
(c)a communication by means of a recorded telephone message,
that is published in connection with an offer of securities or securities-based derivatives contracts, but does not include —
(i)a document —
(A)purporting to describe the securities or securities-based derivatives contracts being offered, or the business and affairs of the person making the offer, the issuer or (where applicable) the underlying entity, or (where the securities or securities-based derivatives contracts being offered are units or derivatives of units in a business trust) the business trust; and
[Act 4 of 2017 wef 08/10/2018]
(B)purporting to have been prepared for delivery to and review by persons to whom the offer is made so as to assist them in making an investment decision in respect of the securities or securities-based derivatives contracts being offered;
[Act 4 of 2017 wef 08/10/2018]
(ii)a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange which is made by any person; or
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
(iii)a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the unitholders of the business trust, the underlying entity or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(11)  In subsection (10)(i)(A), the reference to the affairs of the person making the offer, the issuer, the underlying entity or the business trust includes —
(a)in the case where the person making the offer, the issuer or the underlying entity is a corporation, a reference to the matters mentioned in section 2(2);
(b)in any other case, a reference to such matters as may be prescribed by regulations made under section 341.
[Act 4 of 2017 wef 08/10/2018]
Private placement
272B.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to offers of securities or securities-based derivatives contracts of an entity or of a business trust that are made by a person if —
(a)the offers are made to no more than 50 persons within any period of 12 months;
(b)none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer;
(c)no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —
(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(ii)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(iii)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
[Act 4 of 2017 wef 08/10/2018]
(iv)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (iii) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; and
[Act 4 of 2017 wef 08/10/2018]
[1/2005]
(d)no prospectus in respect of any of the offers has been registered by the Authority or, where a prospectus has been registered —
(i)the prospectus has expired pursuant to section 250; or
(ii)the person making the offer has before making the offer —
(A)informed the Authority by notice in writing of its intent to make the offer in reliance on the exemption under this subsection; and
(B)taken reasonable steps to inform in writing the person to whom the offer is made that the offer is made in reliance on the exemption under this subsection.
[2/2009 wef 29/07/2009]
(2)  The Authority may prescribe such other number of persons in substitution for the number specified in subsection (1)(a).
[1/2005]
(3)  In determining whether offers of securities or securities-based derivatives contracts by a person are made to no more than the applicable number of persons specified in subsection (1)(a) within a period of 12 months, the following persons must be included:
(a)each person to whom an offer of securities or securities-based derivatives contracts issued by the same entity is made by the firstmentioned person within that period in reliance on the exemption under this section;
(b)each person to whom an offer of securities or securities-based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, is made by the firstmentioned person or another person where such offer is a closely related offer, within that period in reliance on the exemption under this section or section 302C.
[Act 4 of 2017 wef 08/10/2018]
(4)  Whether an offer is a closely related offer under subsection (3) shall be determined by considering such factors as the Authority may prescribe.
[1/2005]
(5)  For the purposes of subsection (1) —
(a)an offer of securities or securities-based derivatives contracts to an entity or to a trustee shall be treated as an offer to a single person, provided that the entity or trust is not formed primarily for the purpose of acquiring the securities or securities-based derivatives contracts which are the subject of the offer;
[Act 4 of 2017 wef 08/10/2018]
(b)an offer of securities or securities-based derivatives contracts to an entity or to a trustee shall be treated as an offer to the equity owners, partners or members of that entity, or to the beneficiaries of the trust, as the case may be, if the entity or trust is formed primarily for the purpose of acquiring the securities or securities-based derivatives contracts which are the subject of the offer;
[Act 4 of 2017 wef 08/10/2018]
(c)an offer of securities or securities-based derivatives contracts to 2 or more persons who will own the securities or securities-based derivatives contracts acquired as joint owners shall be treated as an offer to a single person;
[Act 4 of 2017 wef 08/10/2018]
(d)an offer of securities or securities-based derivatives contracts to a person acting on behalf of another person (whether as an agent or otherwise) shall be treated as an offer made to that other person;
[Act 4 of 2017 wef 08/10/2018]
(e)offers of securities or securities-based derivatives contracts made by a person as an agent of another person shall be treated as offers made by that other person;
[Act 4 of 2017 wef 08/10/2018]
(f)where an offer is made to a person with a view to another person acquiring an interest in those securities or securities-based derivatives contracts by virtue of section 4, only the second-mentioned person shall be counted for the purposes of determining whether offers of the securities or securities-based derivatives contracts are made to no more than the applicable number of persons specified in subsection (1)(a); and
[Act 4 of 2017 wef 08/10/2018]
(g)where —
(i)an offer of securities or securities-based derivatives contracts is made to a person in reliance on the exemption under subsection (1) with a view to those securities or securities-based derivatives contracts being subsequently offered for sale to another person; and
[Act 4 of 2017 wef 08/10/2018]
(ii)that subsequent offer —
(A)is not made in reliance on an exemption under any provision of this Subdivision; or
(B)is made in reliance on an exemption under subsection (1) or section 280,
both persons shall be counted for the purposes of determining whether offers of the securities or securities-based derivatives contracts are made to no more than the applicable number of persons specified in subsection (1)(a).
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(6)  In subsection (1)(b), “advertisement” has the same meaning as in section 272A(10).
[1/2005]
Offer made under certain circumstances
273.—(1)  Subject to subsection (5), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities-based derivatives contracts if —
(a)it is made in connection with a take-over offer which is in compliance with the Take-over Code;
(b)it is made in connection with an offer for the acquisition by or on behalf of a person of some or all of the shares in an unlisted corporation or some or all of the shares of a particular class in an unlisted corporation —
(i)to all members of the corporation or all members of the corporation holding shares of that class; or
(ii)where the person already holds shares in the corporation, to all other members of the corporation or all other members of the corporation holding shares of that class,
where such offer is in compliance with the laws, codes and other requirements (whether or not having the force of law) relating to take-overs of the country in which the corporation was incorporated;
(c)it is made in connection with a proposed compromise or arrangement between —
(i)an unlisted corporation and its creditors or a class of them; or
(ii)an unlisted corporation and its members or a class of them,
and such proposed compromise or arrangement and the execution thereof is in compliance with the laws, codes and other requirements (whether or not having the force of law) relating to take-overs, compromises and arrangements of the country in which the corporation was incorporated;
(ca)it is made in connection with an offer for the acquisition by or on behalf of a person of some or all of the shares in a corporation or some or all of the shares of a particular class in a corporation —
(i)to all members of the corporation or all members of the corporation holding shares of that class; or
(ii)where the person already holds shares in the corporation, to all other members of the corporation or all other members of the corporation holding shares of that class,
and such offer complies with the Take-over Code as though the Take-over Code is applicable to it;
(cb)it is made in connection with a proposed compromise or arrangement between —
(i)a corporation and its creditors or a class of them; or
(ii)a corporation and its members or a class of them,
and such proposed compromise or arrangement and the execution thereof complies with the Take-over Code as though the Take-over Code is applicable to it;
(cc)it is an offer to enter into an underwriting agreement relating to securities or securities-based derivatives contracts;
[Act 4 of 2017 wef 08/10/2018]
(cd)it is an offer of securities or securities-based derivatives contracts of an entity —
(i)being an entity which is formed or constituted in Singapore or otherwise, whose securities or securities-based derivatives contracts are not listed for quotation on an approved exchange; or
[Act 4 of 2017 wef 08/10/2018]
(ii)being an entity which is not formed or constituted in Singapore, whose securities or securities-based derivatives contracts are listed for quotation on an approved exchange and such listing is not a primary listing,
that is made to existing members or debenture holders of that entity (whether or not it is renounceable in favour of persons other than existing members or debenture holders);
[Act 4 of 2017 wef 08/10/2018]
(ce)it is an offer of shares or debentures of an entity made to any existing member or debenture holder of the entity whose shares are listed for quotation on an approved exchange;
[Act 4 of 2017 wef 08/10/2018]
(cf)it is an offer of debentures of an entity made to any existing debenture holder of the entity whose debentures are listed for quotation on an approved exchange;
[Act 4 of 2017 wef 08/10/2018]
(cg)it is an offer of units of shares or debentures of an entity made to any existing member or debenture holder of the entity whose shares are listed for quotation on an approved exchange, where such units may only be exercised or converted by any existing member or debenture holder into shares or debentures, as the case may be, of the entity;
[Act 4 of 2017 wef 08/10/2018]
(ch)it is an offer of units of debentures of an entity made to any existing debenture holder of the entity whose debentures are listed on an approved exchange, where such units may only be exercised or converted by any existing debenture holder into debentures of the entity;
[Act 4 of 2017 wef 08/10/2018]
(ci)it is an offer of securities or securities-based derivatives contracts of a corporation made in the circumstances specified under section 178 of the Insolvency, Restructuring and Dissolution Act 2018;
[Act 4 of 2017 wef 08/10/2018]
[Act 40 of 2018 wef 30/07/2020]
(cj)it is an offer of units in a business trust, whose units are listed for quotation on an approved exchange, made to —
(i)any existing unitholder of the business trust; or
(ii)any holder of any debenture of the trustee-manager of the business trust that is issued by the trustee-manager of the business trust in its capacity as trustee-manager of the business trust;
[Act 4 of 2017 wef 08/10/2018]
(ck)it is an offer of derivatives of units in a business trust, whose units are listed for quotation on an approved exchange, made to —
(i)any existing unitholder of the business trust, where such derivatives of units may only be exercised or converted by the existing unitholder into units of the business trust; or
(ii)any holder of any debenture of the trustee-manager of the business trust that is issued by the trustee-manager of the business trust in its capacity as trustee-manager of the business trust, where such derivatives of units may only be exercised or converted by the holder of debentures into units of the business trust;
[Act 4 of 2017 wef 08/10/2018]
(d)it is an offer of shares or debentures (not being such excluded shares or excluded debentures as may be prescribed by the Authority) that have been previously issued, are listed for quotation or quoted on an approved exchange, and are traded on the exchange;
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
(da)it is an offer of units in a business trust (not being such excluded units in a business trust as may be prescribed by regulations made under section 341) that —
(i)have been previously issued;
(ii)are listed for quotation or quoted on an approved exchange; and
(iii)are traded on the approved exchange;
[Act 4 of 2017 wef 08/10/2018]
(e)it is an offer of securities-based derivatives contracts (not being such excluded securities-based derivatives contracts as may be prescribed by regulations made under section 341) that —
(i)have been previously issued;
(ii)are listed for quotation or quoted on an approved exchange; and
(iii)are traded on the approved exchange;
[Act 4 of 2017 wef 08/10/2018]
(f)it is an offer of securities-based derivatives contracts (not being such excluded securities-based derivatives contracts as may be prescribed by regulations made under section 341) where —
(i)the discharge of the obligations under, or the value of, the securities-based derivatives contracts is determined wholly (whether directly or indirectly) by reference to, is derived from, or varies by reference to the value or amount of one or more securities indices; and
(ii)an application has been or will be made for permission for the securities-based derivatives contracts to be listed for quotation or quoted on an approved exchange;
[Act 4 of 2017 wef 08/10/2018]
(g)it is an offer of securities-based derivatives contracts (not being such excluded securities-based derivatives contracts as may be prescribed by regulations made under section 341) where —
(i)the obligations under the securities-based derivatives contracts are to be discharged by one party to the other at some future time by cash settlement only;
(ii)all underlying securities of the securities-based derivatives contracts have been previously issued and are listed for quotation on an organised market (not being such excluded organised market as may be prescribed by regulations made under section 341); and
(iii)either of the following is satisfied:
(A)an application has been or will be made for permission for the securities-based derivatives contracts to be listed for quotation or quoted on an approved exchange;
(B)the offer complies with such disclosure requirements prescribed by regulations made under section 341;
[Act 4 of 2017 wef 08/10/2018]
(h)it is an offer of securities-based derivatives contracts (not being such excluded securities-based derivatives contracts as may be prescribed by regulations made under section 341) where —
(i)the obligations under the securities-based derivatives contracts are to be discharged by one party to the other at some future time other than by cash settlement only;
(ii)all underlying securities of the securities-based derivatives contracts have been previously issued and are listed for quotation on an approved exchange or a recognised securities exchange; and
(iii)an application has been or will be made for permission for the securities-based derivatives contracts to be listed for quotation or quoted on an approved exchange;
[Act 4 of 2017 wef 08/10/2018]
(i)it is made (whether or not in relation to securities or securities-based derivatives contracts that have been previously issued) by an entity to a qualifying person, where the securities or securities-based derivatives contracts are to be held by or for the benefit of the qualifying person and are the securities or securities-based derivatives contracts of the entity or any of its related parties; or
[Act 4 of 2017 wef 08/10/2018]
(j)it is made (whether or not in relation to securities or securities-based derivatives contracts that have been previously issued) by a trustee-manager of a business trust to a qualifying person, where the securities or securities-based derivatives contracts are to be held by or for the benefit of the qualifying person and are the securities or securities-based derivatives contracts of the business trust or any of its related parties.
[Act 4 of 2017 wef 08/10/2018]
(1A)  An offer of securities or securities-based derivatives contracts does not come within subsection (1)(d), (da) or (e) if —
(a)the securities or securities-based derivatives contracts being offered are borrowed by the issuer from any of the following persons solely for the purpose of facilitating the offer of securities or securities-based derivatives contracts by the issuer:
(i)an existing shareholder of the issuer;
(ii)a holder of a debenture of the issuer;
(iii)(where the securities or securities-based derivatives contracts offered are units or derivatives of units in a business trust) an existing holder of units or holder of derivatives of units in the business trust; or
(iv)a holder of units of shares or debentures of the issuer; and
(b)such borrowing is made under an agreement or arrangement between the issuer and the person mentioned in paragraph (a) which promises the issue or allotment of securities or securities-based derivatives contracts by the issuer to the person at the same time or shortly after the offer.
[Act 4 of 2017 wef 08/10/2018]
(2)  An offer of securities or securities-based derivatives contracts comes within subsection (1)(i) or (j) only if no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred —
(a)for administrative or professional services; or
(b)by way of commission or fee for services rendered by —
(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
(ii)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(iii)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
(iv)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (iii) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts.
[Act 4 of 2017 wef 08/10/2018]
(3)  [Deleted by Act 1/2005]
(4)  For the purposes of subsection (1)(i) and (j) —
(a)a person is a qualifying person in relation to an entity if the person is —
(i)a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the entity or a related corporation of that entity (being a corporation); or
(ii)the spouse, widow, widower or a child, adopted child or stepchild below the age of 18, of such director or equivalent person, former director or equivalent person, employee or former employee; and
(b)a person is a qualifying person in relation to a business trust if the person is —
(i)a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the trustee-manager of the business trust or a related corporation of that trustee-manager (being a corporation); or
(ii)the spouse, widow, widower or a child, adopted child or stepchild below the age of 18, of such director or equivalent person, former director or equivalent person, employee or former employee.
[Act 4 of 2017 wef 08/10/2018]
(5)  Where, on the application of any person interested, the Authority declares that circumstances exist whereby —
(a)the cost of providing a prospectus for an offer of securities or securities-based derivatives contracts outweighs the resulting protection to investors; or
[Act 4 of 2017 wef 08/10/2018]
(b)it would not be prejudicial to the public interest if a prospectus were dispensed with for an offer of securities or securities-based derivatives contracts,
then Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to such an offer for a period of 6 months from the date of the declaration.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(6)  The Authority may, on making a declaration under subsection (5), impose such conditions or restrictions on the offer as it may determine.
[16/2003; 1/2005]
(7)  A declaration made under subsection (5) shall be final.
[16/2003]
(8)  Any person who contravenes any of the conditions or restrictions specified in the declaration made under subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[16/2003]
(8A)  A person must not —
(a)advertise an offer or intended offer of any securities or securities-based derivatives contracts mentioned in subsection (1)(d), (da) or (e); or
(b)publish a statement that —
(i)directly or indirectly, refers to an offer or intended offer of any securities or securities-based derivatives contracts mentioned in subsection (1)(d), (da) or (e); or
(ii)is reasonably likely to induce persons to subscribe for or purchase the securities or securities-based derivatives contracts to which the offer relates,
unless the advertisement or publication complies with such requirements as may be prescribed by regulations made under section 341.
[Act 4 of 2017 wef 08/10/2018]
(8B)  Any person who contravenes subsection (8A), or who knowingly authorises or permits the publication or dissemination of any advertisement or statement referred to in that subsection, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[Act 34 of 2012 wef 19/08/2016]
(9)  In subsection (1)(b) and (c), “unlisted corporation” means a corporation —
(a)that is not a company; and
(b)the shares or debentures, or units of shares or debentures, of which are not listed for quotation on any approved exchange.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(10)  In subsection (1)(ca) and (cb), “corporation” means a corporation that is not a company.
[1/2005]
[Companies, s. 106B]
Offer made to institutional investors
274.  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of securities or securities-based derivatives contracts, whether or not they have been previously issued, made to an institutional investor.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 106C]
Offer made to accredited investors and certain other persons
275.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of securities or securities-based derivatives contracts, whether or not they have been previously issued, where the offer is made to a relevant person, if —
(a)the offer is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer;
(b)no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —
(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
(ii)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(iii)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
(iv)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (iii) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; and
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(c)no prospectus in respect of the offer has been registered by the Authority or, where a prospectus has been registered —
(i)the prospectus has expired pursuant to section 250; or
(ii)the person making the offer has before making the offer —
(A)informed the Authority by notice in writing of its intent to make the offer in reliance on the exemption under this subsection; and
(B)taken reasonable steps to inform in writing the person to whom the offer is made that the offer is made in reliance on the exemption under this subsection.
[2/2009 wef 29/07/2009]
(1A)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of securities or securities-based derivatives contracts to a person who acquires the securities or securities-based derivatives contracts as principal, whether or not the securities or securities-based derivatives contracts have been previously issued, if —
(a)the offer is on terms that the securities or securities-based derivatives contracts may only be acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities, securities-based derivatives contracts or other assets;
[Act 4 of 2017 wef 08/10/2018]
(b)the offer is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer;
(c)no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —
(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts;
(ii)an exempt person in respect of dealing in capital markets products that are securities or securities-based derivatives contracts;
(iii)a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; or
(iv)a person who is exempt from the laws, codes or requirements mentioned in sub-paragraph (iii) in respect of dealing in capital markets products that are securities or securities-based derivatives contracts; and
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(d)no prospectus in respect of the offer has been registered by the Authority or, where a prospectus has been registered —
(i)the prospectus has expired pursuant to section 250; or
(ii)the person making the offer has before making the offer —
(A)informed the Authority by notice in writing of its intent to make the offer in reliance on the exemption under this subsection; and
(B)taken reasonable steps to inform in writing the person to whom the offer is made that the offer is made in reliance on the exemption under this subsection.
[2/2009 wef 29/07/2009]
(2)  In this section —
“advertisement” means —
(a)a written or printed communication;
(b)a communication by radio, television or other medium of communication; or
(c)a communication by means of a recorded telephone message,
that is published in connection with an offer in respect of securities or securities-based derivatives contracts, but does not include —
(i)an information memorandum;
(ii)a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange, which is made by any person; or
(iii)a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the unitholders of the business trust, the person making the offer, the issuer, the underlying entity or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting;
[Act 4 of 2017 wef 08/10/2018]
“information memorandum” means a document —
(a)purporting to describe —
(i)the securities or securities-based derivatives contracts being offered; or
(ii)the business and affairs of the person making the offer, the issuer or (where applicable) the underlying entity, or (where the securities or securities-based derivatives contracts being offered are units or derivatives of units in a business trust) the trustee-manager of the business trust or the business trust; and
(b)purporting to have been prepared for delivery to, and review by, relevant persons and persons to whom an offer mentioned in subsection (1A) is to be made, so as to assist them in making an investment decision in respect of the securities or securities-based derivatives contracts being offered;
[Act 4 of 2017 wef 08/10/2018]
“relevant person” means —
(a)an accredited investor;
(b)a corporation the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
(c)a trustee of a trust the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor;
(d)an officer or equivalent person of the person making the offer (such person being an entity) or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person; or
(e)a spouse, parent, brother, sister, son or daughter of the person making the offer (such person being an individual).
[1/2005]
(2A)  In the definition of “information memorandum” in subsection (2), the reference to the affairs of the person making the offer, the issuer, the underlying entity, the trustee-manager of the business trust or the business trust includes —
(a)where the person making the offer, the issuer, the underlying entity or the trustee-manager is a corporation, a reference to the matters mentioned in section 2(2); and
(b)in any other case, a reference to such matters as may be prescribed by regulations made under section 341.
[Act 4 of 2017 wef 08/10/2018]
(3)  Despite any condition in section 99 or any regulation made for the purposes of that section that a person has to deal in capital markets products that are securities or securities-based derivatives contracts for the person’s own account with or through a person prescribed by the Authority so that the firstmentioned person can qualify as an exempt person, a person who acquires securities or securities-based derivatives contracts under an offer made in reliance on an exemption under section 274 or subsection (1) or (1A) for the person’s own account is treated as an exempt person even though the person does not comply with that condition.
[Act 4 of 2017 wef 08/10/2018]
(4)  The Authority may, by order published in the Gazette, specify an amount in substitution of any amount specified in subsection (1A)(a).
[1/2005]
[Companies, s. 106D]
Offer of securities acquired pursuant to section 274 or 275
276.—(1)  Notwithstanding sections 272A, 272B, 273(1)(d), (e) and (f), 277, 278 and 279 but subject to subsection (7), where securities or securities-based derivatives contracts initially acquired pursuant to an offer made in reliance on an exemption under section 274 or 275 are sold within the period of 6 months from the date of the initial acquisition to any person other than —
(a)an institutional investor;
(b)a relevant person as defined in section 275(2); or
(c)any person pursuant to an offer referred to in section 275(1A),
then Subdivisions (2) and (3) of this Division shall apply to the offer resulting in that sale.
[1/2005]
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
(1A)  The reference to the sale of securities or securities-based derivatives contracts under subsection (1) includes —
(a)where the securities or securities-based derivatives contracts initially acquired are debentures, or units of shares or debentures, with an attached right of conversion into shares or debentures, a reference to the sale of the converted shares or debentures; and
(b)where the securities or securities-based derivatives contracts initially acquired are derivatives of units in a business trust, with an attached right of conversion into units in the business trust, a reference to the sale of the units in the business trust.
[Act 4 of 2017 wef 08/10/2018]
(2)  Where securities or securities-based derivatives contracts initially acquired pursuant to an offer made in reliance on an exemption under section 274 or 275 are sold to —
(a)an institutional investor;
(b)a relevant person as defined in section 275(2); or
(c)any person pursuant to an offer referred to in section 275(1A),
Subdivisions (2) and (3) of this Division shall not apply to the offer resulting in that sale.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(3)  Subject to subsection (7), securities or securities-based derivatives contracts of a corporation (other than a corporation that is an accredited investor) —
(a)the sole business of which is to hold investments; and
(b)the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor,
shall not be transferred within 6 months after the corporation has acquired any securities or securities-based derivatives contracts pursuant to an offer made in reliance on an exemption under section 275 unless —
(i)that transfer —
(A)is made only to institutional investors or relevant persons as defined in section 275(2); or
(B)arises from an offer referred to in section 275(1A);
(ii)no consideration is or will be given for the transfer; or
(iii)the transfer is by operation of law.
[1/2005]
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
(4)  Subject to subsection (7), where —
(a)the sole purpose of a trust (other than a trust the trustee of which is an accredited investor) is to hold investments; and
(b)each beneficiary of the trust is an individual who is an accredited investor,
the beneficiaries’ rights and interest (howsoever described) in the trust shall not be transferred within 6 months after securities or securities-based derivatives contracts are acquired for the trust pursuant to an offer made in reliance on an exemption under section 275 unless —
(i)that transfer —
(A)is made only to institutional investors or relevant persons as defined in section 275(2); or
(B)arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or securities-based derivatives contracts or other assets;
(ii)no consideration is or will be given for the transfer; or
(iii)the transfer is by operation of law.
[1/2005]
[2/2009 wef 29/07/2009]
[Act 4 of 2017 wef 08/10/2018]
(5)  For the avoidance of doubt, the reference to beneficiaries in subsection (4) shall include a reference to unitholders of a business trust and participants of a collective investment scheme.
[1/2005]
(6)  For the avoidance of doubt, where any securities or securities-based derivatives contracts are acquired pursuant to an offer made in reliance on an exemption under section 274 or 275, an offer to sell those securities or securities-based derivatives contracts may be made in reliance on an exemption under section 273(1)(d) or (e) after 6 months have elapsed from the date of the first-mentioned offer.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(7)  Subsections (1), (3) and (4) do not apply where the securities or securities-based derivatives contracts of the corporation that are acquired are of the same class as other securities or securities-based derivatives contracts of the corporation —
(a)that are listed for quotation on an approved exchange; and
(b)in respect of which any offer information statement, introductory document, shareholders’ circular for a reverse take-over, document issued for the purposes of a scheme of arrangement, or any other similar document approved by an approved exchange, was issued in connection with —
(i)an offer of those securities or securities-based derivatives contracts; or
(ii)the listing for quotation of those securities or securities-based derivatives contracts.
[Act 4 of 2017 wef 08/10/2018]
[Companies, s. 106E]
Offer made using offer information statement
277.—(1)  Subject to subsection (1A), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities-based derivatives contracts (not being such securities or securities-based derivatives contracts as may be prescribed by regulations made under section 341) if the following conditions are satisfied:
(a)where the securities or securities-based derivatives contracts offered —
(i)are units of shares or debentures, those units of shares or debentures are issued by an entity whose shares are listed for quotation on an approved exchange, whether by means of a rights issue or otherwise; and
(ii)are units or derivatives of units in a business trust, the units or derivatives of units in the business trust are issued by a trustee-manager acting in its capacity as the trustee-manager of the business trust, where units of the business trust which have been previously issued are listed for quotation on an approved exchange, whether by means of a rights issue or otherwise;
(b)an offer information statement relating to the offer which complies with such requirements as to form and content as may be prescribed by regulations made under section 341 is lodged with the Authority;
(c)either —
(i)the offer is made in, or accompanied by, the offer information statement mentioned in paragraph (b); or
(ii)all the conditions in subsection (1B) are satisfied.
[Act 4 of 2017 wef 08/10/2018]
(1A)  Subsection (1) shall only apply to an offer of securities or securities-based derivatives contracts referred to in that subsection made within a period of 6 months from the date the offer information statement relating to that offer is lodged with the Authority.
[2/2009 wef 01/10/2012]
[Act 4 of 2017 wef 08/10/2018]
(1AB)  In relation to an offer of securities —
(a)where the securities are issued, whether by means of a rights issue or otherwise, by a subsidiary (called in this section the subsidiary) of an entity whose shares are listed for quotation on an approved exchange (called in this section the listed entity); and
(b)where the listed entity has guaranteed, or has agreed to guarantee, unconditionally and irrevocably, all payment obligations (whether in cash, in kind or otherwise) of the subsidiary arising from the securities,
the Authority may, on the application of the subsidiary or the listed entity, declare by notice in writing to the applicant that the provision of an offer information statement in lieu of a prospectus relating to an offer of securities would not be prejudicial to investors of such securities.
[Act 4 of 2017 wef 08/10/2018]
(1AC)  Where the Authority makes a declaration mentioned in subsection (1AB) in relation to an offer of securities, Subdivisions (2) and (3) of this Division (other than section 257) do not apply to the offer of securities for a period of 6 months starting on the date of the declaration if all of the following conditions are satisfied:
(a)the offer information statement relating to the offer of securities —
(i)complies with such requirements as to form and content as may be prescribed by regulations made under section 341;
(ii)is signed by every director, or equivalent person, of the subsidiary and the listed entity; and
(iii)is lodged by the subsidiary or the listed entity, with the Authority;
(b)either —
(i)the offer of securities is made in, or accompanied by, the offer information statement mentioned in paragraph (a); or
(ii)all the conditions in subsection (1B) are satisfied.
[Act 4 of 2017 wef 08/10/2018]
(1AD)  The Authority may, on making a declaration under subsection (1AB), provide that the offer of securities may only be made subject to such conditions or restrictions as the Authority may impose.
[Act 4 of 2017 wef 08/10/2018]
(1B)  The conditions mentioned in subsections (1)(c)(ii) and (1AC)(b)(ii) are —
(a)the offer is made using any automated teller machine or such other electronic means as may be prescribed by the Authority;
(b)the automated teller machine or prescribed electronic means indicates to a prospective subscriber or buyer —
(i)how he can obtain, or arrange to receive, a copy of the offer information statement in respect of the offer; and
(ii)that he should read the offer information statement before submitting his application,
before enabling him to submit any application to subscribe for or purchase securities or securities-based derivatives contracts; and
[Act 4 of 2017 wef 08/10/2018]
(c)the person making the offer complies with such other requirements as the Authority may prescribe.
[2/2009 wef 01/10/2012]
[Act 4 of 2017 wef 08/10/2018]
(2)  The Authority may, on the application of any person interested, modify the prescribed form and content of the offer information statement in such manner as is appropriate, subject to such conditions or restrictions as may be determined by the Authority.
[16/2003]
(3)  Sections 249, 249A, 253, 254 and 255 shall apply in relation to an offer information statement referred to in subsection (1) or (1AC) as they apply in relation to a prospectus.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(4)  For the purposes of subsection (3) —
(a)a reference in section 249 or 249A to the registration of the prospectus shall be read as a reference to the lodgment of the offer information statement;
[Act 4 of 2017 wef 08/10/2018]
(b)a reference in section 253 or 254 to any information or new circumstance required to be included in a prospectus under section 243 shall be read as a reference to any information prescribed under subsection (1)(b); and
[Act 4 of 2017 wef 08/10/2018]
(c)in relation to an offer information statement mentioned in subsection (1AC), a reference in section 253(4)(a), (b) or (c) or 254(3)(a), (b) or (c) to the person making the offer is to be read as a reference to the subsidiary and the listed entity.
[16/2003; 1/2005]
[Act 4 of 2017 wef 08/10/2018]
(5)  Where the written consent of an expert is required to be given under section 249 (as applied in relation to an offer information statement under subsection (3)), that written consent shall be lodged with the Authority at the same time as the lodgment of the statement.
[16/2003; 1/2005]
(6)  Where the written consent of an issue manager or underwriter is required to be given under section 249A (as applied in relation to an offer information statement under subsection (3)), that written consent shall be lodged with the Authority at the same time as the lodgment of the statement.
[1/2005]
(7)  A person shall not advertise an offer or intended offer of any securities or securities-based derivatives contracts referred to in subsection (1), or publish a statement that directly or indirectly refers to the offer or intended offer, or that is reasonably likely to induce persons to subscribe for or purchase the securities or securities-based derivatives contracts, unless the advertisement or publication complies with such requirements as may be prescribed by the Authority by regulations made under section 341.
[Act 34 of 2012 wef 19/08/2016]
[Act 4 of 2017 wef 08/10/2018]
(8)  Any person who contravenes subsection (7), or who knowingly authorises or permits the publication or dissemination of any advertisement or statement referred to in that subsection, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
[Act 34 of 2012 wef 19/08/2016]
[Companies, s. 106F]
Offer in respect of international debentures
278.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an offer of debentures, or units of debentures, by a body incorporated in a country outside Singapore where the offer —
(a)is made by the holder of a capital markets services licence to deal in capital markets products that are securities or securities-based derivatives contracts or an exempt person under section 99(1)(a) or (b), to such institutional, professional or business investors as the Authority may, by order in the Gazette, specify, being persons or bodies that appear to the Authority to have sufficient expertise to understand any risk involved in buying or selling those debentures, or units of debentures (whether as principal or agent); and
[Act 4 of 2017 wef 08/10/2018]
(b)complies with the conditions specified in subsection (2).
[1/2005]
(2)  The conditions referred to in subsection (1)(b) are that —
(a)the debentures, or units of debentures, are denominated in a currency, other than the Singapore dollar, and each debenture, or each unit of debenture, has a face value of at least US$5,000 or its equivalent in another currency; and
(b)the shares of the issuing corporation are listed on a recognised securities exchange or the offer is guaranteed by a corporation whose shares are listed on a recognised securities exchange.
[1/2005]
(3)  The Authority may by order in the Gazette add to, vary or amend the conditions specified in subsection (2).
[Companies, s. 106G]
Offer of debentures made by Government or international financial institutions
279.  Subdivisions (2) and (3) of this Division shall not apply to an offer of debentures, or units of debentures, made by or guaranteed by —
(a)the Government; or
(b)an international financial institution in which Singapore holds membership of any class or description, whether or not it holds any share in the share capital of that institution.
[1/2005]
[Companies, s. 106H]
Making offer using automated teller machine or electronic means
280.—(1)  Subject to subsection (3) and such requirements as may be prescribed by the Authority, a person making an offer of securities or securities-based derivatives contracts using —
(a)any automated teller machine; or
(b)such other electronic means as may be prescribed by the Authority,
is exempted from the requirement under section 240(1)(a) that the offer be made in or accompanied by a prospectus in respect of the offer or, where applicable, the requirement under section 240(4) that the offer be made in or accompanied by a profile statement in respect of the offer.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
(2)  For the avoidance of doubt, a prospectus which complies with all other requirements of section 240(1)(a) or, where applicable, a profile statement which complies with all other requirements of section 240(4) must still be prepared and issued in respect of any offer referred to in subsection (1).
[1/2005]
(3)  Subsection (1) shall not apply unless the automated teller machine or prescribed electronic means indicates to a prospective subscriber or buyer —
(a)how he can obtain, or arrange to receive, a copy of the prospectus or, where applicable, profile statement in respect of the offer; and
(b)that he should read the prospectus or, where applicable, profile statement before submitting his application,
before enabling him to submit any application to subscribe for or purchase securities or securities-based derivatives contracts.
[1/2005]
[Act 4 of 2017 wef 08/10/2018]
Information relating to certain offers
280A.  The Authority may, by regulations made under section 341, require any person or class of persons to furnish the Authority with such information relating to an offer of securities or securities-based derivatives contracts made or proposed to be made in reliance on an exemption under any provision of this Subdivision.
[Act 4 of 2017 wef 08/10/2018]
Revocation of exemption
281.—(1)  Where the Authority considers that a person is contravening, or is likely to contravene, or has contravened any condition or restriction imposed under section 273(6), or that it is necessary in the public interest or for the protection of investors, it may revoke any exemption under this Subdivision, subject to such conditions as it thinks fit.
[16/2003]
(2)  The Authority may revoke an exemption under subsection (1) without giving the person affected by the revocation an opportunity to be heard, but the person may, within 14 days of the revocation, apply to the Authority for the revocation to be reviewed by the Authority, and the revocation shall remain in effect unless it is withdrawn by the Authority.
(3)  A revocation made under this section shall be final and conclusive and there shall be no appeal therefrom.
[Companies, s. 106J]
Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act
282.  For the avoidance of doubt, it is hereby declared that in relation to any transaction carried out under an exempted offer under this Part, nothing in this Part shall limit or diminish any liability which any person may incur in respect of any relevant offence under Division 2 of Part XII of the Companies Act (Cap. 50) or Part XII of this Act or any penalty, award of compensation or punishment in respect of any such offence.
[1/2005]
[Companies, s. 106L]
Subdivision (5) — General
Power of Authority to issue directions
282AA.—(1)  The Authority may, where it thinks it necessary or expedient in the interests of the public or a section of the public or for the protection of investors, issue directions, whether of a general or specific nature, by notice in writing —
(a)to a person making an offer of securities, being an offer made in or accompanied by a prospectus or profile statement or an offer referred to in section 280, on matters in connection with the offer;
(b)to a person referred to in paragraph (a) who is a borrowing entity, on matters in connection with the requirements and obligations under Subdivision (3) of this Division, in addition to the matters referred to in paragraph (a); or
(c)to a trustee appointed under section 265A(1).
(2)  Any person to whom a notice is given under subsection (1) shall comply with every direction contained in the notice.
(3)  It shall not be necessary to publish any direction issued under subsection (1) in the Gazette.
(4)  Any person who contravenes a direction issued to him under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.
(5)  No criminal or civil liability shall be incurred by a trustee appointed under section 265A(1), or by any person acting on behalf of such a trustee, for any thing done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the compliance or purported compliance with a direction issued to the trustee under subsection (1).
[Act 34 of 2012 wef 19/08/2016]
Division 2 — Collective Investment Schemes
Subdivision (1) — Interpretation
Interpretation of this Division
283.—(1)  In this Division, unless the context otherwise requires —
[Deleted by Act 2/2009 wef 29/07/2009]
“authorised real estate investment trust” means a real estate investment trust that is a collective investment scheme authorised under section 286;
[Act 4 of 2017 wef 08/10/2018]
“control”, in relation to an entity, means the capacity of a person to determine the outcome of decisions on the financial and operating policies of the entity, having regard to —
(a)the influence which the person can, in practice, exert on the entity (as opposed to the rights which the person can exercise in the entity); and
(b)any practice or pattern of behaviour of the person affecting the financial or operating policies of the entity (even if such practice or pattern of behaviour involves a breach of an agreement or a breach of trust),
but does not include any capacity of a person to influence decisions on the financial and operating policies of the entity if such influence is required by law or under any contract or order of court to be exercised for the benefit of other persons;
“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister;
“preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, units in a collective investment scheme to be issued or sold and which contains the information required to be included in a prospectus as may be prescribed under section 296(1)(a)(i), except for such information as may be prescribed by the Authority;
“product highlights sheet” means a product highlights sheet referred to in section 296A(1);
[Act 34 of 2012 wef 19/08/2016]
“profile statement” means a profile statement referred to in section 296(2);
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of units in a collective investment scheme or proposed collective investment scheme, but does not include —
(a)a profile statement;
[Act 34 of 2012 wef 19/08/2016]
(b)any material, advertisement or publication which is authorised by section 300 (other than subsection (3)); or
[Act 34 of 2012 wef 19/08/2016]
(c)a product highlights sheet;
[Act 34 of 2012 wef 19/08/2016]
“recognised real estate investment trust” means a real estate investment trust that is a collective investment scheme recognised under section 287;
[Act 4 of 2017 wef 08/10/2018]
“recognised securities exchange” means a corporation which has been declared by the Authority, by order published in the Gazette, to be a recognised securities exchange for the purposes of this Division;
“related party” means —
(a)in relation to an entity —
(i)a director or an equivalent person of the entity;
(ii)the chief executive officer or an equivalent person of the entity;
(iii)a person who controls the entity;
(iv)a related corporation;
(v)any other entity controlled by it;
(vi)any other entity controlled by the person referred to in sub-paragraph (iii); and
(vii)a related party of any individual referred to in sub-paragraph (i), (ii) or (iii); and
(b)in relation to an individual —
(i)his immediate family;
(ii)a trustee of any trust of which the individual or any member of the individual’s immediate family is —
(A)a beneficiary; or
(B)where the trust is a discretionary trust, a discretionary object,
when the trustee acts in that capacity; and
(iii)any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares;
“replacement document” means a replacement prospectus or a replacement profile statement referred to in section 298(1), as the case may be;
“supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 298(1), as the case may be;
“unit trust” means a collective investment scheme under which the property is held on trust for the participants.
[16/2003; 1/2005]
(2)  For the purposes of this Division, a statement shall be deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
[1/2005]
(3)  For the purposes of this Division, a person makes an offer of units in a collective investment scheme if, and only if, as principal —
(a)he makes (either personally or by an agent) an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of those units by him or another person with whom he has made arrangements for that issue or sale; or
(b)he invites (either personally or by an agent) any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of those units by him or another person with whom he has made arrangements for that issue or sale.
[1/2005]
(4)  In subsection (3), “sale” includes any disposal for valuable consideration.
[1/2005]
[Companies, s. 4]
Use of term “real estate investment trust”
283A.—(1)  No person shall, when describing or referring to any arrangement the rights or interests of which are, will be or have been the subject of an offer or intended offer, use the term “real estate investment trust” or any of its derivatives in any language in the name or description or any representation of that arrangement, unless —
(a)the arrangement is authorised under section 286 or is one for which an application for authorisation has been made and has not been refused by the Authority under that section;
(b)the arrangement is recognised under section 287 or is one for which an application for recognition has been made and has not been refused by the Authority under that section; or
(c)the Authority has given its consent in writing to that person to use that term or derivative, or that person belongs to a class of persons declared by the Authority by order published in the Gazette as persons who may use such term or derivative.
[31/2004; 1/2005]
(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
[31/2004]
(3)  For the avoidance of doubt, in subsection (1) —
(a)“offer” or “intended offer”, in relation to any rights or interests in an arrangement, includes an offer or intended offer in relation to any such rights or interests that have previously been issued; and
(b)“representation”, in relation to an arrangement, includes a representation of the arrangement in any bill head, letter paper, notice, advertisement, publication or writing, whether in electronic, print or other form.
[31/2004; 1/2005]
Code on Collective Investment Schemes
284.—(1)  For the more effective administration, supervision and control of collective investment schemes, the Authority shall, under section 321, issue a code, to be known as the Code on Collective Investment Schemes.
(2)  The Authority may from time to time revise the Code on Collective Investment Schemes by deleting, amending or adding to the provisions thereof.
(3)  The Code on Collective Investment Schemes shall be deemed not to be subsidiary legislation.
[HK CUTMF]
Authority may disapply this Division to certain offers and invitations
284A.  Notwithstanding any provision to the contrary in this Division, where —
(a)an offer of units in a collective investment scheme is one to which (but for this section) both this Division and Division 1 apply; and
(b)the Authority has by order published in the Gazette declared that this Division shall not apply to that offer or a class of offers to which that offer belongs,
then this Division (other than section 283A) does not apply to that offer.
[16/2003; 1/2005]
[2/2009 wef 01/10/2012]
Division not to apply to certain collective investment schemes which are business trusts
284B.  This Division (other than section 283A) does not apply to an offer of units in a collective investment scheme, where —
(a)the collective investment scheme is also a registered business trust; or
(b)the collective investment scheme is also a business trust and the offer is made in reliance on an exemption under Subdivision (3) of Division 1A.
[1/2005]
[2/2009 wef 01/10/2012]
Modification of provisions to certain offers
284C.  The Authority may, if it thinks it necessary in the interest of the public or a section of the public or for the protection of investors, by regulations modify or adapt the provisions of this Division in their application to such offer of units in a collective investment scheme as may be prescribed, and the provisions of this Division shall apply to such offer subject to such modifications or adaptations.
[2/2009 wef 29/07/2009]
Subdivision (2) — Authorisation and recognition
Requirement for authorisation or recognition
285.—(1)  No person shall make an offer of units in a collective investment scheme if the collective investment scheme has not been authorised under section 286 or recognised under section 287.
[1/2005]
[2/2009 wef 29/07/2009]
(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
[UK FSMA 2000, s. 238]
Authorised schemes
286.—(1)  The Authority may, upon an application made to the Authority in such form and manner as may be prescribed by regulations made under section 341, authorise a collective investment scheme constituted in Singapore, subject to —
(a)subsection (2) or (2A), as the case may be;
[Act 44 of 2018 wef 14/01/2020]
(b)the conditions specified in subsection (3); and
(c)such conditions or restrictions as the Authority may think fit to impose by notice in writing.
[Act 34 of 2012 wef 18/03/2013]
(1A)  The Authority may, at any time, by notice in writing to the responsible person for a collective investment scheme authorised under subsection (1), vary or revoke any condition or restriction imposed by the Authority under subsection (1)(c) or impose such further condition or restriction as the Authority may think fit.
[Act 34 of 2012 wef 18/03/2013]
(2)  The Authority may authorise, under subsection (1), a collective investment scheme which is constituted as a unit trust if and only if the Authority is satisfied that —
(a)there is a manager for the scheme which satisfies the requirements in subsection (3);