Singapore legislation
Clause 44
Clause 44
Allotment of shares and debentures where prospectus indicates application to list on Stock Exchange
(1)
Where a prospectus states or implies that application has been or will be made for permission for the shares or debentures offered thereby to be listed for quotation on the official list of any Stock Exchange, any allotment made on an application in pursuance of the prospectus shall, subject to subsection (3) of this section whenever made, be void if —
the permission is not applied for in the form for the time being required by the Stock Exchange before the third day on which the Stock Exchange is open after the date of issue of the prospectus; or
the permission is not granted before the expiration of six weeks from the date of the issue of the prospectus or such longer period not exceeding twelve weeks from the date of the issue as is, within the said six weeks, notified to the applicant by or on behalf of the Stock Exchange.[U.K.s. 51.][Aust. s. 44.]
(2)
Where the permission has not been applied for, or has not been granted as aforesaid, the corporation shall, subject to subsection (3) of this section, forthwith repay without interest all money received from applicants in pursuance of the prospectus, and if any such money is not repaid within fourteen days after the corporation so becomes liable to repay it then in addition to the liability of the corporation the directors of the corporation shall be jointly and severally liable to repay that money with interest at the rate of ten per centum per annum from the expiration of such fourteen days.
(3)
Where in relation to any shares or debentures —
permission is not applied for as specified in paragraph (a) of subsection (1) of this section; or
permission is not granted as specified in paragraph (b) of that subsection,the Minister may by notice published in the Gazette on the application of the corporation, made before any share or debenture is purported to be allotted, exempt the allotment of the shares or debentures from the operation of this section.
(4)
A director shall not be so liable under subsection (2) of this section if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
(5)
Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section or purporting to do so shall be void.
(6)
Without limiting the application of any of its provisions this section shall have effect —
in relation to any shares or debentures agreed to be taken by a person underwriting an offer thereof contained in a prospectus as if he had applied therefore in pursuance of the prospectus; and
in relation to a prospectus offering shares for sale as if —
a reference to sale were substituted for a reference to allotment;
the persons by whom the offer is made, and not the corporation were liable under subsection (2) of this section to repay money received from applicants, and references to the corporation’s liability under that subsection were construed accordingly; and
for the reference in subsection (7) of this section to the corporation and every officer of the corporation who is in default there were substituted a reference to any person by or through whom the offer is made and who knowingly and wilfully authorizes or permits the default.
(7)
All money received as aforesaid shall be kept in a separate bank account so long as the corporation may become liable to repay it under subsection (2) of this section; and if default is made in complying with this subsection, the corporation and every officer of the corporation who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.
(8)
Where the Stock Exchange has within the time specified in paragraph (b) of subsection (1) of this section granted permission subject to compliance with any requirements specified by the Stock Exchange, permission will be deemed to have been granted by the Stock Exchange if the directors have given to the Stock Exchange an undertaking in writing to comply with the requirements of the Stock Exchange, but if any such undertaking is not complied with each director who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.
(9)
A person shall not issue a prospectus inviting persons to subscribe for shares in or debentures of a corporation if it includes —
an untrue statement that permission has been granted for those shares or debentures to be dealt in or quoted or listed on any Stock Exchange; or
any statement in any way referring to any such permission or to any application or intended application for any such permission, or to dealing in or quoting or listing the shares or debentures on any Stock Exchange, or to any requirements of a Stock Exchange unless that statement is or is to the effect that permission has been granted or that application has been or will be made to the Stock Exchange within three days of the issue of the prospectus or the statement has been approved by the Registrar for inclusion in the prospectus.
(10)
Any person who contravenes or fails to comply with any of the provisions of subsection (9) 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 one year or to a fine not exceeding two thousand five hundred dollars.
(11)
Where a prospectus contains a statement to the effect that the memorandum and articles of the corporation comply or have been drawn so as to comply with the requirements of any Stock Exchange, the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that application has been, or will be, made for permission for the shares or debentures offered by the prospectus to be listed for quotation on the official list of the Stock Exchange.