Clause 17

by deleting subsections (1) and (2) and substituting the following subsections:“(1) Where shares or debentures, or units of shares or debentures, initially acquired pursuant to an exemption in section 106C or 106D, are first sold to any of the persons specified in the sections —

the offer for sale to any of those persons shall not be regarded as an offer to the public for which a prospectus is required; and

any subsequent offer for sale to any of those persons shall not be regarded as an offer to the public for which a prospectus is required.(2) Where shares or debentures, or units of shares or debentures, initially acquired pursuant to an exemption in section 106C or 106D, are first sold to any person other than those specified in the sections, the offer for sale shall be regarded as an offer to the public for which a prospectus is required, unless —

the shares or debentures, or units of shares or debentures, to which the offer relates are listed or quoted on a stock exchange in Singapore or a recognised stock exchange, and at least 6 months have elapsed from the date that they were initially acquired pursuant to the exemption under section 106C or 106D; or

where the shares or debentures, or units of shares or debentures, to which the offer relates are not listed or quoted on a stock exchange in Singapore or a recognised stock exchange, the following conditions are satisfied:

the seller gives a notice in writing to the purchaser at the time of the sale that —

he is buying the shares or debentures, or units of shares or debentures, acquired by the seller pursuant to an exemption under section 106C or 106D; and

the shares or debentures, or units of shares or debentures, shall not be sold, transferred or assigned by the purchaser to any person, other than to any of the persons specified in section 106C or 106D, for at least 6 months from the date that the shares or debentures, or units of shares or debentures, are initially acquired pursuant to the exemption under section 106C or 106D;

the seller gives a notice in writing, within 3 days of the sale to the person from whom he initially acquired the shares or debentures, or units of shares or debentures, containing particulars of the sale in such form as may be prescribed; and

the offer of the shares or debentures, or units of shares or debentures, is not accompanied by an advertisement offering or calling attention to the offer and no selling or promotional expenses are paid or incurred in connection with the offer except for administrative or professional services or services performed by a dealer or investment adviser licensed under the Securities Industry Act (Cap. 289).”;

by deleting the words “subsection (2)(a) or (b)” in subsection (3) and substituting the words “subsection (2)(b)”; and

by deleting subsection (5) and substituting the following subsection:“(5) In a case to which subsection (2)(a) applies, any subsequent offer for sale of the listed or quoted shares or debentures, or units of shares or debentures, after the expiration of the 6-month period shall not require a prospectus.”.