Singapore legislation
Clause 120
Clause 120
Certain persons to disclose certain interests
(1)
Where the holder of a capital markets services licence, or a representative of such a holder, sends a circular or other similar written communication in which the holder or representative made a recommendation, whether expressly or by implication, with respect to any securities, the holder or representative shall include in the circular or other written communication, in type not less legible than that used in the remainder of the circular or other written communication, a concise statement of the nature of any interest in, or any interest in the acquisition or disposal of, those securities that he or a person associated with or connected to him has at the date on which the circular or other written communication is sent.
(2)
It is a defence to a prosecution for failing to comply with subsection (1) if the defendant proves that, at the time at which the circular or other written communication was sent, he was not aware and could not reasonably be expected to have been aware that —
he had an interest in, or an interest in the acquisition or disposal of, those securities; or
the person associated with or connected to him had an interest in, or an interest in the acquisition or disposal of, those securities,as the case may be.
(3)
For the purposes of subsections (1) and (2) —
an interest of a person in the disposal of securities includes any financial benefit or advantage that will or is likely to, accrue, directly or indirectly, to the person upon, or arising out of, the disposal of the securities; and
without limiting the generality of paragraph (a), a person who has entered into an underwriting agreement in respect of securities shall be deemed to have an interest in the acquisition or disposal of those securities.
(4)
For the purposes of subsections (1) and (2) and notwithstanding sections 2 and 3, a person is not associated with or connected to another person unless the person and the other person are acting jointly, or otherwise acting under or in accordance with an arrangement made between them, in relation to the sending of the circular or other written communication or the making of the recommendation.
(5)
Where —
a person has subscribed for or purchased securities for the purpose of offering all or any of them to the public for purchase; and
the person offers any of those securities for purchase,the person shall not make a recommendation, whether orally or in writing and whether expressly or by implication, with respect to the securities unless he has informed each person to whom the recommendation is made that he acquired the securities for that purpose.
(6)
Where —
securities have been offered for subscription or purchase; and
a person has subscribed for or purchased, or is or will or may be required to subscribe for or purchase, any of those securities under an underwriting or sub-underwriting agreement by reason that some or all of the securities have not been subscribed for or purchased,the person shall not, during the period of 90 days after the close of the offer —
make an offer to sell those securities otherwise than in the ordinary course of trading on a securities exchange or recognised trading system provider; or
make a recommendation, whether orally or in writing and whether expressly or by implication, with respect to those securities,unless the offer or recommendation contains or is accompanied by a statement to the effect that the offer or recommendation relates to securities that he has acquired, or is or will or may be required to acquire, under an underwriting or sub-underwriting agreement by reason that some or all of the securities have not been subscribed for or purchased.
(7)
The holder of a capital markets services licence, or a representative of such a holder, shall not send to a person a circular or other written communication, written offer or written recommendation to which subsection (1), (5) or (6) applies unless the circular or other communication, offer or recommendation is signed —
in the case of the holder of a capital markets services licence — by an officer of the holder; or
in the case of the representative — by the representative.
(8)
When the holder of a capital markets services licence, or a representative of such a holder, sends to a person a circular or other written communication, written offer or written recommendation to which subsection (1), (5) or (6) applies, the holder or representative shall preserve a copy of the circular or other written communication, offer or recommendation duly signed in accordance with subsection (7) for 7 years.
(9)
For the purpose of this section, any reference to an offer of securities shall be construed as including a reference to a statement, however expressed, that is not an offer but expressly or impliedly invites a person to whom it is made to offer to acquire securities.
(10)
For the purposes of this section, a circular or other written communication, written offer or written recommendation sent to a person shall, if it is signed by an officer of a corporation, be deemed to have been sent by the corporation.
(11)
The Authority may, if it is in the public interest, exempt a person or class of persons, or securities or class of securities from the application of this section.
(12)
Any person who contravenes this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.