Singapore legislation
Section 255
Section 255
Defences
(1)
A person referred to in section 253(4)(a), (b) or (c) is not liable under section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only because of a false or misleading statement in a prospectus or a profile statement if the person proves that the person —
made all inquiries (if any) that were reasonable in the circumstances; and
after doing so, believed on reasonable grounds that the statement was not false or misleading.
(2)
A person referred to in section 253(4)(a), (b) or (c) is not liable under section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that the person —
made all inquiries (if any) that were reasonable in the circumstances; and
after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter.
(3)
A person is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that the person placed reasonable reliance on information given to the person by —
if the person is an entity, someone other than —
a director or an equivalent person; or
an employee or agent,of the entity; or
if the person is an individual, someone other than an employee or agent of the individual.
(4)
For the purposes of subsection (3), a person is not the agent of an entity or individual merely because that person performs a particular professional or advisory function for the entity or individual.
(5)
A person who is named in a prospectus or a profile statement as —
a proposed director or an equivalent person of the issuer, or an issue manager or underwriter;
having made a statement included in the prospectus or the profile statement; or
having made a statement on the basis of which a statement is included in the prospectus or the profile statement,is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that the person publicly withdrew the person’s consent to being named in the prospectus or the profile statement in that way.
(6)
A person is not liable under section 253(1) or 254(1) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that the person was not aware of the matter.
(7)
For the purposes of this section, any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.