Singapore legislation
Section 251
Section 251
Restrictions on advertisements, etc.
(1)
If a prospectus is required for an offer or intended offer of securities or securities‑based derivatives contracts, a person must not —
advertise the offer or intended offer; or
publish a statement that —
directly or indirectly refers to the offer or intended offer; or
is reasonably likely to induce persons to subscribe for or purchase the securities or securities‑based derivatives contracts,unless the advertisement or publication is authorised by this section.
(2)
In determining whether a statement —
indirectly refers to an offer or intended offer of securities or securities‑based derivatives contracts; or
is reasonably likely to induce persons to subscribe for or purchase securities or securities‑based derivatives contracts,regard must be had to whether the statement —
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; or
by a trustee‑manager of a business trust on behalf of the business trust in respect of the products or services offered by the trustee‑manager on behalf of the business trust, and is genuinely directed at maintaining existing customers, or attracting new customers, for those products or services;
communicates information that materially deals with the affairs of the entity or the business trust; and
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.
(3)
Despite 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 —
the front page of the preliminary document contains —
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.”;
a statement that a person to whom a copy of the preliminary document has been issued must not circulate it to any other person; and
a statement in bold lettering that no offer or agreement may be made on the basis of the preliminary document to purchase or subscribe for any securities or securities‑based derivatives contracts to which the preliminary document relates;
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 or securities‑based derivatives contracts to which the preliminary document relates, or the acceptance of such an offer by any person; and
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.
(4)
Despite subsection (6), a person does not contravene subsection (1) —
by presenting, before a prospectus or profile statement is registered by the Authority, 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; or
by presenting oral or written material on matters contained in a prospectus, profile statement or product highlights sheet which has been lodged with the Authority in respect of an offer of securities or securities‑based derivatives contracts, before the prospectus or profile statement is registered by the Authority, for the sole purpose of equipping any of the following persons with knowledge of the securities or securities‑based derivatives contracts in order to enable the person to carry on the regulated activity of dealing in capital markets products that are securities or securities‑based derivatives contracts, or to provide any financial advisory service in relation to the securities or securities‑based derivatives contracts:
a person licensed under this Act in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;
an exempt person;
a person who is a representative in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts under this Act;
a representative of an exempt person;
a person licensed under the Financial Advisers Act 2001 in respect of advising on any investment product;
an exempt financial adviser;
a person who is a representative in respect of advising on any investment product under the Financial Advisers Act 2001;
a representative of an exempt financial adviser.
(5)
To avoid doubt, a person may disseminate any of the following without contravening subsection (1):
a prospectus or profile statement that has been registered by the Authority under section 240;
a product highlights sheet in respect of which section 240AA(1)(a) and (b) has been complied with and which is disseminated with a prospectus or profile statement that has been registered by the Authority under section 240.
(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 statement that identifies —
in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, the units or derivatives of units, the person making the offer, the issuer, the business trust and the trustee‑manager of the business trust; and
in any other case, the securities, securities‑based derivatives contracts, the person making the offer, the issuer and, where applicable, the underlying entity;
a statement that a prospectus or profile statement for the offer will be made available when the offer is made;
a statement that anyone wishing to acquire the securities or securities‑based derivatives contracts will need to make an application in the manner set out in the prospectus or profile statement;
a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile statement.
(7)
To satisfy subsection (6), the advertisement or publication must 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) of that subsection.
(8)
After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if —
it includes a statement that the prospectus or profile statement in respect of the offer of securities or securities‑based derivatives contracts is available for collection at the times and places specified in the statement;
it includes a statement that anyone wishing to acquire the securities or securities‑based derivatives contracts will need to make an application in the manner set out in the prospectus or profile statement;
it does not contain any information that is not included in the prospectus or profile statement; and
it complies with such requirements as the Authority may prescribe by regulations made under section 341.
(9)
An advertisement or a publication does not contravene subsection (1) if it —
consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange made by any person;
consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the trustee‑manager of the business trust, the underlying entity, the unitholders of the business trust or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting;
consists solely of a report about the issuer, the business trust or the underlying entity that is published by the person making the offer, the issuer, the trustee‑manager of the business trust or the underlying entity (as the case may be), which —
does not contain information that materially affects the affairs of the issuer, the business trust or the 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 mentioned in paragraph (a) or (b); and
does not refer (directly or indirectly) to the offer or intended offer;
consists solely of a statement made by the person making the offer, the issuer, the trustee‑manager of the business trust or the underlying entity that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority;
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 —
a prospectus or profile statement that has been lodged with the Authority or information contained in such a prospectus or profile statement;
a disclosure, notice or report referred to in paragraph (a);
a notice, report, presentation, general meeting or proposed general meeting referred to in paragraph (b);
a report referred to in paragraph (c); or
a product highlights sheet;
is a report about the securities or securities‑based derivatives contracts which are the subject of the offer or intended offer, published by someone who is not —
the person making the offer, the issuer, the underlying entity or (where the securities or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust;
a director or an equivalent person of the person making the offer, the issuer, the underlying entity or (where the securities or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust;
a person who has an interest in the success of the issue or sale of the securities or securities‑based derivatives contracts; or
a person acting at the instigation of, or by arrangement with, any person mentioned in sub‑paragraph (i), (ii) or (iii);
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
is a publication made by the person making the offer, the issuer, the underlying entity or (where the offer is of units or derivatives of units in a business trust) the trustee‑manager of the business trust solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in —
an earlier news report or a genuine comment referred to in paragraph (e); or
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 firstmentioned publication does not contain any material information that is not included in the prospectus.
(10)
A person does not contravene subsection (1) if —
the person publishes any advertisement or publication in the ordinary course of a business of —
publishing a newspaper, periodical or magazine; or
broadcasting by radio, television, or any other means of broadcasting or communication; and
the person 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) does not apply to an advertisement or statement if any person gives consideration or any other benefit for the publication of the advertisement or statement.
(12)
Any person who —
contravenes subsection (1); or
knowingly authorises or permits the publication or dissemination of any advertisement or statement mentioned in 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 of a day during which the offence continues after conviction.
(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 the Authority may determine.
(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 of a day during which the offence continues after conviction.
(16)
For the purposes of this section, any reference to publishing a statement includes a reference to making a statement, whether oral or written, which is reasonably likely to be published.
(17)
For the purposes of subsections (1) and (2), any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.
(18)
For the purposes of subsection (2)(d), the reference to affairs of the entity or the business trust —
in the case where the entity is a corporation, includes a reference to the matters referred to in section 2(2); and
in any other case, is a reference to such matters as the Authority may prescribe.
(18A)
In subsection (4) —
Definition
“exempt financial adviser” and “financial advisory service” have the meanings given by section 2(1) of the Financial Advisers Act 2001;
Definition
“representative” —
in relation to dealing in capital markets products that are securities or securities‑based derivatives contracts under this Act or an exempt person, has the meaning given by section 2(1); or
in relation to advising on any investment product under the Financial Advisers Act 2001 or an exempt financial adviser, has the meaning given by section 2(1) of that Act.
(19)
For the purposes of subsection (9)(c)(i), the reference to affairs of the issuer, underlying entity or business trust —
in the case where the issuer or underlying entity is a corporation, includes a reference to the matters referred to in section 2(2); and
in any other case, is a reference to such matters as the Authority may prescribe.