On 22/05/2013,
you requested for the version in force on 22/05/2013
incorporating all amendments published on or before 22/05/2013.
The closest version currently available is that of 18/04/2013.
251.
—(1) If a prospectus is required for an offer or intended offer of securities, 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,
unless the advertisement or publication is authorised by this section.
[1/2005]
(2) In determining whether a statement —
(a)
indirectly refers to an offer or intended offer of securities; or
(b)
is reasonably likely to induce persons to subscribe for or purchase securities,
regard shall be had to whether the statement —
(i)
forms part of the normal advertising 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;
(ii)
communicates information that materially deals with the affairs of the entity; and
(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 to which the preliminary document relates;
(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 to which the preliminary document relates, or the acceptance of such an offer by any person; and
(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) by presenting 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 before a prospectus or profile statement is registered by the Authority.
[1/2005]
(5) For the avoidance of doubt, a person may disseminate a prospectus or profile statement that has been registered by the Authority under section 240 without contravening subsection (1).
[1/2005]
(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 the securities, the person making the offer, the issuer and, where applicable, the underlying entity;
(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 will need to make an application in the manner set out in the prospectus or profile statement; and
(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 is available for collection at the times and places specified in the statement;
(b)
it includes a statement that anyone wishing to acquire the securities will need to make an application in the manner set out in the prospectus or profile statement; and
(c)
it does not contain any information that is not included in the prospectus or profile statement.
[1/2005]
(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 a securities exchange, futures exchange or overseas securities exchange made by any person;
[2/2009 wef 29/07/2009]
(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 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;
(c)
consists solely of a report about the issuer or the underlying entity that is published by the person making the offer, the issuer or the underlying entity, which —
(i)
does not contain information that materially affects the affairs of the issuer or 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 referred to in paragraph (a) or (b); and
(ii)
does not refer (directly or indirectly) to the offer or intended offer;
(d)
consists solely of a statement made by the person making the offer, the issuer or the underlying entity that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority;
(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);
(f)
is a report about the securities which are the subject of the offer or intended offer, published by someone who is not —
(i)
the person making the offer, the issuer or the underlying entity;
(ii)
a director or an equivalent person of the person making the offer, the issuer or the underlying entity;
(iii)
a person who has an interest in the success of the issue or sale of the securities; or
(iv)
a person acting at the instigation of, or by arrangement with, any person referred to in sub-paragraph (i), (ii) or (iii);
(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 or the underlying entity 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]
(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 contravenes subsection (1) or who knowingly authorised or permitted the publication or dissemination in contravention of 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 thereof during which the offence continues after conviction.
[1/2005]
(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 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]
(19) For the purposes of subsection (9)(c)(i), the reference to affairs of the issuer or underlying entity 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]
[Companies, s. 48; Aust. Corporations 2001, s. 734]