Singapore legislation
Clause 6
Clause 6
New section 45A
The Companies Act is amended by inserting, immediately after section 45, the following section:“Profile statement45A.—
Subject to this section, nothing in this Act shall be construed as preventing any person from issuing, circulating or distributing an extract from, or an abridged version of, the prospectus (referred to in this section as the profile statement) if —
a copy of the profile statement and the prospectus have been lodged with and registered by the Registrar; and
sufficient copies of the prospectus are made available free of charge for collection at the times and places specified in the profile statement.(2) The directors of the corporation concerned shall ensure that the profile statement shall contain at least —
the following particulars:
identification of the corporation and the nature of the shares or debentures, or units of shares or debentures, to which the prospectus relates;
the nature of the risks involved in investing in the shares or debentures, or units of shares or debentures; and
details of all amounts payable in respect of the shares or debentures, or units of shares or debentures (including any amount by way of fee, commission or charge);
a statement that copies of the prospectus are available free of charge for collection at the times and places specified in the profile statement; and
a statement that the directors are satisfied that the profile statement contains a fair summary of the key information set out in the prospectus.(3) A profile statement shall not contain —
any statement or matter that is false or misleading in the form and context in which it is included; (b)any material information that is not contained in the prospectus; and
any material information that differs in any material particular from that set out in the prospectus.(4) The Registrar may refuse to register a copy of any profile statement if —
it is not in compliance with subsection (2) or (3);
the copy, signed by every director and by every person who is named therein as a proposed director of the corporation or by his agent authorised in writing, is not lodged with the Registrar on or before the date of its issue;
the prospectus has not been registered or is not to be registered at the same time; or
it appears to the Registrar that it is not in the public interest to do so.(5) Sections 50(2A), (2B) and (2C) and 54 shall apply in relation to a profile statement as they apply in relation to a prospectus.(6) If a profile statement is issued, circulated or distributed without a copy thereof having been registered by the Registrar, the corporation and every person who is knowingly a party to the issue, circulation or distribution of the profile statement shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.”.