Section 272B

the offers are made to no more than 50 persons within any period of 12 months;

none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —

the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;

an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;

a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; or

a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and

no prospectus in respect of any of the offers has been registered by the Authority or, where a prospectus has been registered —

the prospectus has expired pursuant to section 250; or

the person making the offer has before making the offer —

informed the Authority by written notice of its intent to make the offer in reliance on the exemption under this subsection; and

taken reasonable steps to inform in writing the person to whom the offer is made that the offer is made in reliance on the exemption under this subsection.

each person to whom an offer of securities or securities‑based derivatives contracts issued by the same entity is made by the firstmentioned person within that period in reliance on the exemption under this section;

each person to whom an offer of securities or securities‑based derivatives contracts of an entity or a business trust, or units in a collective investment scheme, is made by the firstmentioned person or another person where such offer is a closely related offer, within that period in reliance on the exemption under this section or section 302C.

an offer of securities or securities‑based derivatives contracts to an entity or to a trustee is treated as an offer to a single person, provided that the entity or trust is not formed primarily for the purpose of acquiring the securities or securities‑based derivatives contracts which are the subject of the offer;

an offer of securities or securities‑based derivatives contracts to an entity or to a trustee is treated as an offer to the equity owners, partners or members of that entity, or to the beneficiaries of the trust (as the case may be) if the entity or trust is formed primarily for the purpose of acquiring the securities or securities‑based derivatives contracts which are the subject of the offer;

an offer of securities or securities‑based derivatives contracts to 2 or more persons who will own the securities or securities‑based derivatives contracts acquired as joint owners is treated as an offer to a single person;

an offer of securities or securities‑based derivatives contracts to a person acting on behalf of another person (whether as an agent or otherwise) is treated as an offer made to that other person;

offers of securities or securities‑based derivatives contracts made by a person as an agent of another person is treated as offers made by that other person;

where an offer is made to a person with a view to another person acquiring an interest in those securities or securities‑based derivatives contracts by virtue of section 4, only the second‑mentioned person is counted for the purposes of determining whether offers of the securities or securities‑based derivatives contracts are made to no more than the applicable number of persons specified in subsection (1)(a); and

where —

an offer of securities or securities‑based derivatives contracts is made to a person in reliance on the exemption under subsection (1) with a view to those securities or securities‑based derivatives contracts being subsequently offered for sale to another person; and

that subsequent offer —

is not made in reliance on an exemption under any provision of this Subdivision; or

is made in reliance on an exemption under subsection (1) or section 280,both persons are counted for the purposes of determining whether offers of the securities or securities‑based derivatives contracts are made to no more than the applicable number of persons specified in subsection (1)(a).