Singapore legislation
Section 305
Section 305
Offer made to accredited investors and certain other persons
(1)
Except to such extent and with such modifications as the Authority may prescribe, Subdivisions (2) and (3) of this Division do not apply to an offer of units in a collective investment scheme (called in this section a restricted scheme), where the offer is made to a relevant person, if the conditions in subsection (3) are satisfied.
(2)
Except to such extent and with such modifications as the Authority may prescribe, Subdivisions (2) and (3) of this Division do not apply to an offer of units in a collective investment scheme (also called in this section a restricted scheme) to a person who acquires the units as principal if the offer is on terms that the units may only be acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of units in a collective investment scheme, securities, securities‑based derivatives contracts or other assets, and if the conditions in subsection (3) are satisfied.
(3)
The conditions referred to in subsections (1) and (2) are —
the offer is not 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 the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the persons specified in section 302B(1)(d)(i), (ii), (iii), (iv), (v) and (vi); and
no prospectus in respect of the offer has been registered by the Authority or, where a prospectus has been registered —
the prospectus has expired pursuant to section 299; 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.
(4)
[Deleted by Act 2 of 2009]
(5)
In this section —
Definition
“advertisement” means —
a written or printed communication;
a communication by radio, television or other medium of communication; or
a communication by means of a recorded telephone message,that is published in connection with an offer of units in a collective investment scheme, but does not include —
an information memorandum;
a publication which 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, which is made by any person; or
a publication which 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, or a presentation of oral or written material on matters so contained in the notice or report at the meeting or general meeting;
Definition
“information memorandum” means a document —
purporting to describe the units in a collective investment scheme being offered; and
purporting to have been prepared for delivery to and review by relevant persons and persons to whom an offer referred to in subsection (2) is to be made so as to assist them in making an investment decision in respect of the units being offered;
Definition
“relevant person” means —
an accredited investor;
a corporation the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
a trustee of a trust the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor;
an officer or equivalent person of the person making the offer (such person being an entity) or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person; or
a spouse, parent, brother, sister, son or daughter of the person making the offer (such person being an individual).
(6)
Despite any requirement under section 99 or any regulations made thereunder that a person has to deal in capital markets products that are units in a collective investment scheme for the person’s own account with or through a person prescribed by the Authority so that the firstmentioned person can qualify as an exempt person, a person who acquires units in a collective investment scheme under section 304 or this section for the person’s own account without complying with such requirement is considered an exempt person even though the person does not comply with that requirement.
(7)
The Authority may, by order in the Gazette, specify an amount in substitution of any amount specified in subsection (2).