Singapore legislation
Clause 363
Clause 363
Restriction on offering shares, debentures, etc., for subscription or purchase
(1)
A person shall not, whether by appointment or otherwise, go from place to place —
offering shares for subscription or purchase to the public or any member of the public; or
seeking or receiving offers to subscribe for or to purchase shares from the public or from any member of the public.[Aust.s. 374.]
(2)
Subsection (1) of this section shall not apply in the case of the shares of any corporation which, after notice of intention in the form prescribed to apply for exemption from the provisions of subsection (1) of this section has been advertised in a local daily newspaper has applied to the President for such exemption and the application has on the recommendation of the Minister been granted, but such exemption may at any time be revoked by order of the President.
(3)
A person shall not make an offer to the public or to any member of the public (not being a person whose ordinary business it is to buy or sell shares, whether as principal or agent) of any shares for purchase.
(4)
Subsection (3) of this section shall not apply —
where the shares to which the offer relates are shares of a class which are quoted on, or in respect of which permission to deal has been granted by, any prescribed Stock Exchange and the offer so states and specifies the Stock Exchange;
where the share to which the offer relates are shares which a corporation has allotted or agreed to allot with a view to their being offered for sale to the public and such offer is accompanied by a document that complies with all enactments and rules of law as to prospectuses;
to any application for shares in or debentures of a corporation or to any invitation to deposit money with or lend money to a corporation which is issued, circulated, distributed or made subject to and in accordance with the provisions of Division 1 of Part IV;
where the offer relates to —
an interest to which the provisions of Division 5 of Part IV apply and is accompanied by a statement in writing as required by that Division; or
deposits or loans to a corporation of the kind referred to in subsection (6) of section 38; or
to any advice as to the price at which a management company is prepared to buy or sell any interest to which the provisions of Division 5 of Part IV applies, given or sent by the management company to any person to whom the management company has given or sent a statement in writing relating to such interest which complies with that Division within the period of six months immediately preceding the giving or sending of the advice.
(5)
Every person who acts, or incites, causes or procures any person to act in contravention of this section shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding six months or to a fine not exceeding one thousand dollars or both and in the case of a second or subsequent offence to imprisonment for a term not exceeding twelve months or to a fine not exceeding two thousand five hundred dollars or to both such imprisonment and fine.
(6)
Where a person convicted of an offence under this section is a corporation, every officer concerned in the management of the corporation shall be guilty of the like offence unless he proves that the act constituting the offence took place without his knowledge or consent.
(7)
Where any person is convicted of having made an offer in contravention of this section, the court before which he is convicted may order that any contract made as a result of the offer shall be void and may give such consequential directions as it thinks proper for the repayment of any money or the re-transfer of any shares; and an appeal against the order and any consequential directions shall lie to the Court.
(8)
Subject to this section a person shall not make any oral invitation or offer to the public or to any member of the public to subscribe for or to purchase shares.
(9)
In this section “shares” means shares of a corporation whether a corporation in existence or to be formed and includes debentures and units and (without affecting the generality of the expression “debentures”) all such documents (including those referred to as “bonds”) as confer or purport to confer on the holder thereof any claim against a corporation, whether such claim is present or future or certain or contingent or ascertained or sounding only in damages and also includes any interest to which the provisions of Division 5 of Part IV apply.
(10)
In this section a reference to an offer or offering of shares for subscription or purchase shall be construed as including an offer of shares by way of barter or exchange and a reference to an offer of shares shall be construed as including an offer by means of broadcasting, television or cinematograph; but where an offer is made by means of broadcasting, television or cinematograph the prospectus by which the offer is required to be accompanied by virtue of this section shall be deemed to accompany the offer if —
the prospectus is prepared by the person on whose behalf the offer is made;
the public are informed at the same time and by the same means as that by which the offer is made that a copy of the prospectus will be supplied on request being made at a specified address;
where request for a copy of a prospectus is made at that address within one month after the offer was made the person making the request is supplied with a copy within seven days after the request was made; and
the offer contains no more information or matter than the information or matter referred to in paragraphs (a) to (f) of subsection (1) of section 40.
(11)
For the purposes of subsection (1) of this section a person shall not in relation to a corporation be regarded as not being a member of the public by reason only that he is a holder of shares in the corporation or a purchaser of goods from the corporation.