3.—(1) Subject to paragraph (2), Subdivisions (2) and (3) of Division 1 of Part XIII (other than section 257) of the Act shall not apply to an offer of REIT Bonds, whether by means of a rights issue or otherwise, which is made in or accompanied by an offer information statement relating to the offer (referred to in this regulation as the offer information statement).(2) The exemption under paragraph (1) shall be subject to the following conditions:| (a) | the offer information statement shall comply with the requirements set out in the First Schedule; | | (b) | the offer information statement shall contain the particulars set out in the Second Schedule; | | (c) | the offer information statement shall be signed by the following persons:| (i) | where the person making the offer is the Manager, the offer information statement shall be signed by —| (A) | every director or equivalent person of the Manager; and | | (B) | every person who is named in the offer information statement as a proposed director or an equivalent person of the Manager; |
| | (ii) | where the person making the offer is not the Manager and the Manager 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, the offer information statement shall be signed by the persons referred to in sub-paragraph (i) and —| (A) | where the person making the offer is an entity, by every director or equivalent person of that entity; or | | (B) | where the person making the offer is an individual, by that individual or a person authorised by him in writing; and |
| | (iii) | in any other case, the offer information statement shall be signed —| (A) | where the person making the offer is an entity, by every director or equivalent person of that entity; or | | (B) | where the person making the offer is an individual, by that individual or a person authorised by him in writing; |
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| | (d) | where the offer information statement is not in accordance with the requirements under sub-paragraph (b) or (c), the offer information statement shall contain or comply with those requirements as modified by the Authority on the application of any person interested; | | (e) | the offer information statement shall be lodged with the Authority; | | (f) | the offer shall be made within 6 months from the date of lodgment of the offer information statement with the Authority; | | (g) | where the offer of REIT Bonds is made in or accompanied by an offer information statement which includes a statement purporting to be made by, or based on a statement made by, an expert, not being a statement referred to in paragraph (4) and there is no written approval of the Authority to waive the application of this sub-paragraph —| (i) | the expert has given and has not, before the lodgment of the offer information statement with the Authority, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; and | | (ii) | there appears, in the offer information statement, a statement that the expert has given and has not withdrawn his consent; |
| | (h) | where the offer of REIT Bonds is made in or accompanied by an offer information statement in which a person is named as the issue manager (commonly known as the arranger) to the offer, the offer information statement shall not be issued unless —| (i) | the person has given and has not, before the lodgment of the offer information statement with the Authority, withdrawn his written consent to being named in the offer information statement as issue manager to that offer; and | | (ii) | there appears, in the offer information statement, a statement that the person has given and has not withdrawn his consent; |
| | (i) | where the offer of REIT Bonds is made in or accompanied by an offer information statement in which a person is named as the underwriter (but not a sub-underwriter) to the offer, the offer information statement shall not be issued unless —| (i) | the person has given and has not, before the lodgment of the offer information statement with the Authority, withdrawn his written consent to being named in the offer information statement as underwriter to that offer; and | | (ii) | there appears, in the offer information statement, a statement that the person has given and has not withdrawn his consent; |
| | (j) | the person making the offer shall —| (i) | lodge the written consents referred to in sub-paragraphs (g), (h) and (i), as applicable, with the Authority at the time of lodgment of the offer information statement with the Authority; and | | (ii) | cause a true copy of the written consents to be deposited, within 7 days after the lodgment of the offer information statement with the Authority, at the registered office of the Manager in Singapore or, if the Manager has no registered office in Singapore, at the address in Singapore specified in the offer information statement for that purpose; and |
| | (k) | the Manager shall keep, and make available for inspection, by the unitholders of the REIT, creditors and persons who have subscribed for or purchased the REIT Bonds to which the offer information statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with sub-paragraph (j)(ii) for a period of at least 6 months after the lodgment of the offer information statement with the Authority. |
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(3) For the purposes of paragraph (2)(c) —| (a) | the requirement for the offer information statement to be signed by a director or an equivalent person is satisfied if the offer information statement is signed —| (i) | by that director or equivalent person; or | | (ii) | by a person who is authorised in writing by that director or equivalent person to sign on his behalf; and |
| | (b) | the requirement for the offer information statement to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the offer information statement is signed —| (i) | by that proposed director or equivalent person; or | | (ii) | by a person who is authorised in writing by that proposed director or equivalent person to sign on his behalf. |
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(4) Paragraph (2)(g) shall not apply in respect of a statement purporting to be made by, or to be based on a statement made by, an expert (referred to in this paragraph as the relevant statement) which —| (a) | is not made by the expert in connection with the offer concerned; | | (b) | is not made by the expert for the sole benefit of the REIT concerned; | | (c) | does not relate specifically to the affairs of the REIT concerned; | | (d) | is made by a person whom the persons signing the offer information statement reasonably believe to be an expert who —| (i) | has no material interest in the success of the issue or sale of the REIT Bonds; and | | (ii) | is not acting at the instigation of, or by arrangement with, the REIT concerned, its Manager, trustee, a director or an equivalent person of the Manager or trustee, a proposed director or an equivalent person of the Manager or trustee, or a person who has a material interest in the success of the issue or sale of the REIT Bonds; |
| | (e) | is a correct and fair copy or a representation of, or an extract from, a statement made or information published by a source which the persons signing the offer information statement reasonably believe to be reliable; and | | (f) | complies with the requirement that the offer information statement shall include the following statements wherever the relevant statement appears in the offer information statement:| (i) | a statement that the expert has not consented to the inclusion of the relevant statement; | | (ii) | any disclaimer made by the expert in relation to reliance on the contents of the relevant statement which the persons signing the offer information statement are reasonably aware; | | (iii) | a statement as to whether the persons signing the offer information statement have verified the accuracy of the contents of the relevant statement; | | (iv) | a statement as to whether the persons signing the offer information statement have included the relevant statement in its proper form and context in the offer information statement; and | | (v) | a proper citation identifying the source of, and the location within the source of, the relevant statement, including, where available, the following details of the source:| (A) | each author or editor; | | (B) | the title; | | (C) | the publication date and every revision date; and | | (D) | where the source is published on an Internet website, the uniform resource locator (URL) and version date. |
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