Companies (Preliminary Prospectus) (Exemption) Order 2001

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No. S 32

Companies Act

(Chapter 50)

Companies (Preliminary Prospectus) (Exemption) Order 2001

In exercise of the powers conferred by section 46(3) of the Companies Act, the Registrar of Companies hereby makes the following Order:

Citation and commencement

1. This Order may be cited as the Companies (Preliminary Prospectus) (Exemption) Order 2001 and shall come into operation on 22nd January 2001.

Definitions

2. In this Order, unless the context otherwise requires —

“final prospectus” means the prospectus referred to in paragraph 3(2)(b);

“preliminary prospectus” means a prospectus that is issued for the purpose of determining the appropriate issue or sale price of, and the number of, the shares, debentures or units to be issued;

“units” means units of shares or debentures.

Exemption

3.—(1) A preliminary prospectus that is issued by a corporation need not state the matters specified in the following paragraphs of Part I of the Fifth Schedule to the Act if the conditions in sub-paragraph (2) are complied with:

(a)	paragraphs 3D, 6, 7, 12 and 13; and
(b)	paragraph 15 in respect of the date of the contracts intended to be entered into by the corporation relating to the public offering, including placement contracts and depository contracts.

(2) The conditions of exemption referred to in sub-paragraph (1) are —

(a)

the front page of the preliminary prospectus shall contain —

(i)

the following statement:

“This is a preliminary prospectus and is subject to further amendments and completion in the final prospectus.”;

(ii)

a statement that a person to whom a copy of the preliminary prospectus has been issued shall not circulate it to any other person; and

(iii)

the conditions in sub-paragraphs (d) and (e) in bold lettering;

(b)

where the corporation concerned proceeds to make an offer or invitation to the public in respect of its shares, debentures or units, a final prospectus that complies fully with the Act (subject to any exemption granted) shall be lodged with the Registrar within 21 days from the date of lodgement of the preliminary prospectus, or such further period as may be permitted by the Registrar upon application in writing and payment of the prescribed fee made before the expiry of the 21 days;

(c)

where the corporation concerned decides not to proceed to make an offer or invitation to the public in respect of its shares, debentures or units —

(i)	the corporation shall inform the Registrar of its decision not to so proceed by notice in writing; and
(ii)	a copy of the notice shall be lodged with the Registrar for public record within 21 days from the date of lodgement of the preliminary prospectus;

(d)

no offer or invitation to purchase or subscribe for any shares, debentures or units to which the preliminary prospectus relates shall be made or received on the basis of the preliminary prospectus;

(e)

no agreement to purchase or subscribe for any shares, debentures or units to which the preliminary prospectus relates shall be made on the basis of the preliminary prospectus;

(f)

the preliminary prospectus shall not contain or have attached to it any form of application that will facilitate the making of an offer or invitation to purchase or subscribe for any shares, debentures or units to which the preliminary prospectus relates, or the acceptance of such an offer or invitation;

(g)

no shares, debentures or units shall be issued or sold except on the basis of an application made pursuant to the final prospectus lodged with the Registrar; and

(h)

where the final prospectus differs in a material aspect from the preliminary prospectus (other than in relation to the matters referred to in sub-paragraphs (1)(a) and (b)), the corporation concerned shall take reasonable steps to notify the persons to whom the preliminary prospectus was issued of how the final prospectus differs from the preliminary prospectus.

Make this 16th day of January 2001.

JUTHIKA RAMANATHAN

Registrar of Companies,
Singapore.

[RCB0510B/JR/F199905243X; AG/LEG/SL/50/96/1 Vol. 1]

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