Singapore legislation
Clause 27
Clause 27
New PART VI of Fifth Schedule
The Companies Act is amended by inserting, immediately after Part V of the Fifth Schedule, the following Part:“Part VISection 106F“STATEMENT OF MATERIAL FACTS Copies of this document have been lodged with the Registrar and the Stock Exchange of Singapore Ltd. who or which takes no responsibility for the contents of the document. Neither has the Registrar nor the Stock Exchange in any way considered the merits of the *shares/debentures as an investment................................................................. (full name of issuer)............................................................................................. (address of registered office of issuer)1.State the business carried on and to be carried on by the issuer and its subsidiary and the general development of the business within the preceding 5 years and indicate any material changes in the affairs of the issuer since the last annual report. 2.Set out the description, designation and number of *shares/debentures being offered by the issuer. 3.Set out the offering price, underwriting discounts or commissions and the estimated net proceeds to the issuer on an aggregate basis. If it is not possible to state the offering price or the underwriting discount or commissions, the method by which they are to be determined shall be explained. Give the range of the market price during the previous 90 days. 4.State the principal purposes for which the estimated net proceeds to be derived by the issuer from the sale of the *shares/debentures to be offered are intended to be used and the approximate amount intended to be used for each such purpose. If any material amounts of other funds are to be used in conjunction with the proceeds state the amounts and sources of such other funds. 5.State the place where issuer was incorporated and the date of incorporation. 6.Give names and addresses of the directors of the issuer. 7.State the share and loan capital of the issuer showing in the case of the share capital the authorised share capital and the issued and the paid up capital and in the case of loan capital state the total amount of debentures issued and outstanding at the date of the statement together with rate of interest payable thereon. 8.Outline briefly the manner in which the *shares/debentures offered are to be distributed, giving particulars of any outstanding or proposed underwriting, including the name and address of each under-writer and sub-underwriter. 9.Give the profits, prospects and dividends of the issuer and provide the following:
a tabulation for each of the last 5 financial years immediately preceding the offer in the following format: Year endedProfit before taxProfit after taxExceptional itemsGross earnings per shareGross rate of dividend(b)a statement as to the financial and trading prospects of the corporation or group, together with any material information which will be relevant thereto, including all special trade factors or risks (if any) which are unlikely to be known or anticipated by the general public and which could materially affect the profits; and
a statement by the directors that in their opinion the working capital available is sufficient, or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.10.Give the number of shares of the issuer owned by each substantial share holder as defined in section 81 of the Act. 11.Give a brief statement of any material legal proceedings to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Make a similar statement as to any such proceedings known to be contemplated. 12.State the prices at which *shares/debentures of the issuer have been issued for cash or traded within the 12 months immediately preceding the date of this statement. For shares which have been traded, give price ranges and volume traded for each of those months and for *shares/debentures which have been issued during those months, state the number of *shares/debentures issued at each price. If any *shares/debentures have been issued for services, state the nature and value of the services and give the name and address of the person who received the *shares/debentures. 13.Give the dates and parties to and the general nature of every material contract entered into by the issuer not being a contract entered into in the ordinary course of business carried on or intended to be carried on by the issuer or a contract entered into more than two years before the date of the issue of this statement. 14.Give particulars of any other material facts relating to the shares or debentures proposed to be offered and not disclosed pursuant to items 1 to 13. 15.Give the last audited balance sheet of the issuer. 16.Give a table or statement indicating —
the net asset backing per share of the issuer as at the date of the last audited accounts; and (b)the effect of the issue on the net asset backing per share. *Delete where inapplicable.”.