22. The Eleventh and Twelfth Schedules to the principal Regulations are deleted and the following Schedule substituted therefor:Regulations 10 (1) and 23(1) |
particulars to be included in an offer information statement under section 256 or 277 of the act |
1. On the front cover of the offer information statement, provide —(a) | the date of lodgment of the offer information statement; | (b) | the following statement:“A copy of this offer information statement has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the offer information statement. Lodgment of the offer information statement with the Authority does not imply that the Securities and Futures Act (Cap. 289), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or debentures, or units of shares or debentures, as the case may be, being offered, or in respect of which an invitation is made, for investment.”; and |
| (c) | the name of the issuer, the place where the issuer was incorporated and the date of incorporation. |
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2. In the offer information statement, provide the following information:(a) | the address of the registered office of the issuer; | (b) | the business carried on and to be carried on by the issuer or, if it is the holding company of a group, the group, and the general development of the business within the last 3 years, indicating any material change in the affairs of the issuer or the group, as the case may be, since the last annual report; | (c) | a description of and the number of the shares or debentures, or units of shares or debentures, as the case may be, being offered by the issuer; | (d) | where applicable, the names and addresses of the manager, the underwriter of the offer and, in the case of an offer of debentures or units of debentures, the trustee for debenture holders (if any); | (e) | the offer price, any discount or commission given to the underwriter, and the estimated net proceeds on an aggregate basis to be derived by the issuer from the issue or sale of the shares or debentures, or units of shares or debentures, as the case may be, being offered; if it is not possible to state the offer price or the discount or commission, the method by which it is to be determined must be explained; | (f) | the range of the closing market price of the shares or debentures, or units of shares or debentures, as the case may be, during the previous 90 days; | (g) | the principal purposes for which the estimated net proceeds to be derived by the issuer from the issue or sale of the shares or debentures, or units of shares or debentures, as the case may be, being offered are intended to be used and the approximate amount intended to be used for each such purpose; if any material amounts of other funds are to be used in conjunction with the proceeds for such purposes, the amounts and sources of such other funds; | (h) | the names and addresses of the directors of the issuer; | (i) | the share and loan capital of the issuer, as of the date of lodgment of this offer information statement showing —(i) | in the case of the share capital, the authorised share capital and the issued and the paid-up capital; or | (ii) | in the case of the loan capital, the total amount of the debentures issued and outstanding, together with the rate of interest payable thereon; |
| (j) | the manner in which the shares, debentures, or units of shares or debentures, as the case may be, being offered are to be distributed, giving particulars of any outstanding or proposed underwriting, including the name and address of each underwriter; | (k) | the profits, prospects and dividends of the issuer, together with —(i) | the following information in respect of the issuer or, if it is the holding company of a group, the group, for each of the 3 most recent completed financial years in the following format: | (ii) | a statement as to the financial and business prospects of the issuer or, if it is the holding company of a group, the group, together with any material information which will be relevant thereto, including all special business factors or risks (if any) which are unlikely to be known or anticipated by the general public and which could materially affect profits; and | (iii) | a statement by the directors of the issuer whether, in their reasonable opinion, the working capital available to the issuer or, if the issuer is the holding company of a group, the group, is sufficient for present requirements and, if insufficient, how the additional working capital thought by the directors to be necessary, is proposed to be provided; |
| (l) | the number of shares of the issuer owned by each substantial shareholder; | (m) | information on any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have or have had in the last 12 months before the date of lodgment of the offer information statement, a material effect on the issuer’s financial position or profitability; | (n) | the prices at which shares in, debentures of, or units of shares in or debentures of, the issuer have been issued for cash, or traded, within the 12 months immediately preceding the date of lodgment of the offer information statement; for shares which have been traded, give the price range and volume traded for each of those months; for shares or debentures which have been issued during those months, state the number of shares or debentures issued at each price; if any shares or debentures, or units of shares or debentures, have been issued for services, state the nature and value of the services and give the name and address of the person who received the shares or debentures, or units of shares or debentures; | (o) | a summary of each material contract, other than a contract entered into in the ordinary course of business, to which the issuer or a subsidiary of the issuer is a party, for the period of 2 years before the date of lodgment of the offer information statement, including the date of, parties to and general nature of the contract, and the amount of any consideration passing to or from the issuer or the subsidiary; | (p) | particulars of any other material facts relating to the shares or debentures, or units of shares or debentures, as the case may be, being offered and not disclosed pursuant to the above sub-paragraphs; | (q) | the last audited consolidated balance sheet of the issuer; | (r) | a table or statement indicating —(i) | the consolidated net tangible asset per share of the issuer as of the date on which the last audited balance sheet was made up; and | (ii) | the effect of the issue on the net tangible asset per share; and |
| (s) | where a statement or report attributed to a person as an expert is included, the name, address and qualification of that expert and a statement that the expert has given and has not withdrawn his written consent to the issue of the offer information statement with the inclusion of the statement or report in the form and context in which it is included in the offer information statement. |
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additional particulars to be included in an offer information statement under section 256 of the act |
1. On the front cover of the offer information statement, provide —(a) | a statement to the effect that an application has been or will be made to a securities exchange to list for quotation or quote the shares or debentures, or units of shares or debentures, as the case may be, on that securities exchange, and the name of such securities exchange; | (b) | the particulars of the rights issue; | (c) | a statement that no shares or debentures, or units of shares or debentures, as the case may be, shall be allotted or allocated on the basis of the offer information statement later than 6 months after the date of lodgment of the offer information statement; | (d) | the last day and time for splitting of the provisional allotment of the shares or debentures, or units of shares or debentures, as the case may be, to be issued pursuant to the rights issue; | (e) | the last day and time for acceptance of and payment for the shares or debentures, or units of shares or debentures, as the case may be, to be issued pursuant to the rights issue; and | (f) | the last day and time for renunciation of and payment by the renouncee for the shares or debentures, or units of shares or debentures, as the case may be, to be issued pursuant to the rights issue. |
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2. In the offer information statement, provide the following information:(a) | the terms and conditions of the offer; | (b) | where the shares or debentures, or units of shares or debentures, as the case may be, to be issued are not identical to the shares or debentures or units of shares or debentures already issued —(i) | a statement of the rights as regards dividends, interest payments, capital redemption and voting, where applicable, attached to the first-mentioned shares or debentures, or units of shares or debentures, and as to the right of the company to create or issue further shares or debentures, or units of shares or debentures, to rank in priority to or pari passu therewith; and | (ii) | a summary of the consent necessary for the creation of such rights; |
| (c) | the particulars of any undertaking from substantial shareholders of the company to subscribe for their entitlements; | (d) | the particulars of any provision for termination of the underwriting agreement; and | (e) | if the rights issue will not be underwritten, the reason for not underwriting the issue.”. |
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