30. The Fifth Schedule to the Companies Act is amended —(a) | by inserting, immediately after the heading “Part I”, the following paragraph:The prospectus shall be printed in type of a size no smaller than the type known as 8 point Times unless the Registrar, before the issuing, advertising, circulating or distributing of the prospectus in Singapore, certifies in writing, that the type and size of the printed letters are legible.”; |
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| (b) | by inserting, immediately after paragraph 3, the following paragraphs:“3A. The date of the prospectus. |
3B. A statement that a copy of the prospectus has been lodged with and registered by the Registrar and, immediately after that statement, another statement that the Registrar takes no responsibility as to the contents of the prospectus. |
3C. Where the persons making any report specified in Part II of this Schedule have made therein or have, without giving reasons, indicated therein any such adjustments as are mentioned in paragraph 31, a statement which is to be endorsed thereon or attached thereto by those persons, setting out the adjustments and giving the reasons for the adjustments. |
3D. A statement that no shares or debentures, or units of shares or debentures, as the case may be, shall be allotted on the basis of the prospectus later than 6 months after the date of the issue of the prospectus. |
3E. Where the prospectus contains any statement made by an expert or contains what purports to be a copy of or extract from a report, memorandum or valuation of an expert, the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for the purpose of incorporation in the prospectus. |
3F. The name of any person as a trustee for debenture holders, or as an auditor, a banker, a solicitor, a stock broker or share broker of the corporation or proposed corporation or for or in relation to the issue or proposed issue of shares or debentures, or units of shares or debentures, if, but only if —(a) | that person has consented in writing before the issue of the prospectus to act in that capacity in relation to the prospectus; and | (b) | in the case of a company or proposed company, a copy, verified as prescribed, of the consent has been lodged with the Registrar. |
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3G.—(1) Where the prospectus relates to shares in or debentures of, or units of shares in or debentures of, a foreign company that has been incorporated or is to be incorporated, the prospectus shall also contain particulars with respect to —(a) | the instrument constituting, or defining the constitution of, the foreign company; | (b) | the enactments or provisions having the force of an enactment by or under which the incorporation of the company was effected or is to be effected; | (c) | an address in Singapore where such instrument, enactments or provisions or certified copies thereof may be inspected; | (d) | the date on which and the place where the company was or is to be incorporated; and | (e) | whether the company has established a place of business in Singapore and, if so, the address of its principal office in Singapore. |
(2) Sub-paragraph (1) (a), (b) and (c) shall not apply in the case of a prospectus issued more than 2 years after the date on which the company is entitled to commence business. |
(3) For the purposes of this paragraph, in the application of this Part to a foreign company, paragraph 2 of this Part shall have effect as if a reference to the constitution of the company were substituted for the reference to the articles.”; and |
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| (c) | by inserting, immediately after paragraph 14 of Part V, the following paragraphs:“15. A statement that no shares or debentures, shares and debentures, units of shares or debentures, or units of shares and debentures, as the case may be, shall be allotted on the basis of the prospectus later than 6 months after the date of the issue of the prospectus. |
16. Where the prospectus contains any statement made by an expert or contains what purports to be a copy of or extract from a report, memorandum or valuation of an expert, the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for the purpose of incorporation in the prospectus. |
17. The name of any person as a trustee for debenture holders, or as an auditor, a banker, a solicitor, a stock broker or share broker of the corporation or proposed corporation or for or in relation to the issue or proposed issue of shares or debentures, or units of shares or debentures, if, and only if —(a) | that person has consented in writing before the issue of the prospectus to act in that capacity in relation to the prospectus; and | (b) | in the case of a company or proposed company, a copy, verified as prescribed, of the consent has been lodged with the Registrar.”. |
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