Clause 65

by deleting subsections (3), (4) and (8) and substituting the following subsections:“(3) A person shall not make an offer in writing to any member of the public (not being a person whose ordinary business it is to purchase or sell shares, whether as principal or agent) of any shares for purchase unless the offer is accompanied by —

a statement in writing (signed by the person making the offer and dated) containing such particulars as are required by this section to be included in the statement and otherwise complying with the requirements of this section;

in the case of shares in a corporation formed or incorporated outside Singapore, by such a statement or by a prospectus that complies with this Act.(4) Subsection (3) does not apply —

where the shares to which the offer relates are shares of a class that are listed for quotation on the stock market of a stock exchange in Singapore and the offer so states, specifying the stock exchange;

where the shares to which the offer relates are shares that a corporation has allotted or agreed to allot with a view to their being offered for sale to the public and the offer is made by a document that complies with all written laws and rules of law as to prospectuses;

where the provisions of Division 1 or 5 of Part IV apply in relation to the offer and have been complied with;

where the offer relates to an interest other than shares and debentures and is made by means of a statement in writing as required by Division 6 of Part IV; or

where the offer relates to debentures of a corporation of the kind referred to in section 44(6).(5) The statement referred to in subsection (3) shall not contain any matter other than the particulars required by this section to be included in the statement, and shall not be in characters smaller or less legible than any characters used in the offer or in any document sent with the offer.(6) The statement referred to in subsection (3) shall contain particulars as to —

whether the person making the offer is acting as principal or agent and, if as agent —

the name of his principal;

an address in Singapore where that principal can be served with process; and

particulars as to the remuneration payable by the principal to the agent;

the date on which and the place where the corporation was incorporated and the address of its registered or principal office in its place of incorporation and in Singapore;

the authorised share capital of the corporation, its issued share capital, its paid-up capital and the classes into which its share capital is divided and the rights of each class of shareholders in respect of capital, dividends and voting;

the dividends (if any) paid by the corporation in respect of each class of shares during each of the 5 financial years immediately preceding the offer and, if no dividend has been paid in respect of shares of any particular class during any of those years, a statement to that effect;

the total amount of any debentures issued by the corporation and outstanding at the date of the statement, together with the rate of interest payable on those debentures;

the names and addresses of the directors;

whether or not the shares offered are fully paid up and, if not, to what extent they are paid up;

whether or not the shares are listed for quotation on the stock market of, or permission to deal in the shares on a stock market has been granted by, any stock exchange and, if so, the name of each such stock exchange;

where the offer relates to units — the names and addresses of the persons in whom the shares represented by the units are vested, the date of, and the parties to, any document defining the terms on which those shares are held and an address in Singapore where that document or a copy of that document can be inspected; and

the last audited balance-sheet of the corporation.(7) In subsection (6), “corporation” means the corporation by which the shares to which the statement relates were or are to be issued.(8) A person shall not, whether by appointment or otherwise, go from place to place making offers to the public or any member of the public, being offers of shares in a corporation that has not been formed, for subscription or purchase.(9) A person shall not make an offer to any member of the public, being an offer of any shares in a corporation that has not been formed, for subscription or purchase.”;

by deleting the words “whether a corporation in existence or to be formed” in the second line of subsection (9) and by deleting “5” in the penultimate line of that subsection and substituting “6”;

by renumbering subsections (5), (6), (7) and (9) as subsections (10), (11), (12) and (13) respectively; and

by deleting subsection (10) and substituting the following subsection:“(14) 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 in writing 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 statement or prospectus by which the offer is required to be accompanied by virtue of subsection (3) shall be deemed to accompany the offer if —

the statement or 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 statement or prospectus will be supplied on request being made at a specified address; and

where a request for a copy of a statement or 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 7 days after the request was made.”; and

by renumbering subsection (11) as (15).