Singapore legislation
Section 300
Section 300
Restrictions on advertisements, etc.
(1)
If a prospectus is required for an offer, or intended offer of units in a collective investment scheme or proposed collective investment scheme, 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 people to subscribe for or purchase the units,unless the advertisement or publication is authorised by this section.
(2)
In determining whether a statement —
indirectly refers to an offer or intended offer; or
is reasonably likely to induce people to subscribe for or purchase units in a collective investment scheme,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; and
is likely to encourage investment decisions to be made on the basis of the statement rather than on the basis of information contained in a prospectus or profile statement.
(2A)
Despite subsection (3A), 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 305(5) and persons to whom an offer referred to in section 305(2) 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 units in the collective investment scheme 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 units in the collective investment scheme 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.
(2B)
Despite subsection (3A), 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 305(5) or persons to whom an offer referred to in section 305(2) 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 units in a collective investment scheme, 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 collective investment scheme in order to enable the person to carry on the regulated activity of dealing in capital markets products that are units in a collective investment scheme, or to provide any financial advisory service, in relation to the units in the collective investment scheme:
a person licensed under this Act in respect of dealing in capital markets products that are units in a collective investment scheme;
an exempt person;
a person who is a representative in respect of dealing in capital markets products that are units in a collective investment scheme under this Act;
a representative of an exempt person;
a person licensed under the Financial Advisers Act 2001 in respect of marketing of collective investment schemes;
an exempt financial adviser;
a person who is a representative in respect of marketing of collective investment schemes under the Financial Advisers Act 2001;
a representative of an exempt financial adviser.
(2C)
[Deleted by Act 34 of 2012]
(3)
To avoid doubt, a person may disseminate either or both of the following without contravening subsection (1):
a prospectus or profile statement that has been registered by the Authority under section 296;
a product highlights sheet in respect of which section 296A(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 296.
(3A)
Before a prospectus or profile statement is registered, an advertisement or a publication does not contravene subsection (1) if it contains only the following:
a statement that identifies the person making the offer, the responsible person for the collective investment scheme and, where the collective investment scheme is not a corporation, the collective investment scheme;
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 units in the collective investment scheme will need to make an application in the manner set out in the prospectus or profile statement;
a statement on how to obtain, or arrange to receive, a copy of the prospectus or profile statement; and
the investment focus of the collective investment scheme.
(3B)
To satisfy subsection (3A), 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 information referred to in paragraphs (d) and (e).
(3C)
After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if it complies with such requirements as the Authority may prescribe by regulations made under section 341.
(4)
An advertisement or 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, provided that the disclosure, notice or report complies with such requirements as the Authority may prescribe;
(aa)consists solely of a notice or report of a meeting or proposed meeting of the participants of the collective investment scheme, or a general meeting or proposed general meeting of the person making the offer, the responsible person or any entity, provided that the notice or report complies with such requirements as the Authority may prescribe, or a presentation of oral or written material on matters so contained in the notice or report at the meeting or general meeting;
consists solely of a report about the collective investment scheme or proposed collective investment scheme that is issued pursuant to this Act and the Code on Collective Investment Schemes;
(ba)consists solely of a statement made by the person making the offer or the responsible person 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 a person referred to in paragraph (d)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio or 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, meeting, proposed meeting, general meeting or proposed general meeting referred to in paragraph (aa);
a report referred to in paragraph (b); or
a product highlights sheet;
is a report about the units in the collective investment scheme which are the subject of the offer or intended offer, published by someone who is not —
the person making the offer, the responsible person for the scheme, its agent or distributor;
a director or an equivalent person of the person making the offer or the responsible person for the scheme;
a person who has an interest in the success of the issue or sale of the units; or
a person acting at the instigation of, or by arrangement with, any person referred to 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 or the responsible person for the scheme 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 (c); 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 (5),provided that the firstmentioned publication does not contain any material information that is not included in the prospectus.
(5)
A person does not contravene subsection (1) if —
the person publishes an 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).
(6)
Subsection (4)(c) and (d) 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.
(7)
Any person who contravenes subsection (1) or who knowingly authorises or permits the publication or dissemination of any advertisement or statement mentioned in that subsection 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.
(8)
This section does not affect any liability that a person has under any other law.
(9)
The Authority may exempt any person or class of persons from this section, subject to such conditions as the Authority may determine.
(10)
Any person who contravenes any of the conditions under subsection (9) 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.
(11)
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.
(12)
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.
(13)
In subsection (2B) —
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 units in a collective investment scheme under this Act or an exempt person, has the meaning given by section 2(1); or
in relation to marketing of collective investment schemes under the Financial Advisers Act 2001 or an exempt financial adviser, has the meaning given by section 2(1) of that Act.