Singapore legislation
Clause 239
Clause 239
Preliminary provisions
(1)
In this Division —
Definition
“borrowing corporation” means a corporation or any other entity that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation or entity;
Definition
“debenture” includes debenture stock, bonds, notes and any other debt securities issued by a corporation or any other entity, whether or not constituting a charge on the assets of the issuer but does not include —
a cheque, letter of credit, order for the payment of money or bill of exchange;
subject to the regulations made under this Act, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months; or
for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
Definition
“expert” has the same meaning as in the Companies Act (Cap. 50);
Definition
“guarantor corporation” has the same meaning as in the Companies Act;
Definition
“minimum subscription” in relation to any shares, debentures or units of shares or debentures offered to the public for subscription, means the amount stated in the prospectus relating to the offer, as the minimum amount which in the opinion of the directors must be raised by the issue of the shares, debentures or units of shares or debentures so offered;
Definition
“preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, shares in or debentures of, or units of shares in or debentures of, a corporation to be issued or sold and which contains the information required to be included in a prospectus under sections 243 and 244, where applicable, except for such information as may be prescribed by the Authority;
Definition
“profile statement” means a profile statement referred to in section 240(4);
Definition
“promoter”, in relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;
Definition
“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 256 or 257, but does not include —
a profile statement; or
any material, advertisement or publication which is authorised by section 251 (other than subsection (5));
Definition
“replacement document” means a replacement prospectus or a replacement profile statement referred to in section 241(1), as the case may be;
Definition
“statutory meeting” has the same meaning as in the Companies Act (Cap. 50);
Definition
“supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 241(1), as the case may be;
Definition
“trustee corporation” means —
a company registered as a trust company under the Trust Companies Act (Cap. 336); or
a corporation, other than a trust company referred to in paragraph (a), that is a public company under the Companies Act or under the laws of any other country which has been declared by the Authority to be a trustee corporation for the purposes of this Act;
Definition
“unit”, in relation to a share or debenture, means any right or interest, whether legal or equitable, in the share or debenture, by whatever name called, and includes any option to acquire any such right or interest in the share or debenture.
(2)
For the purposes of this Division, a statement shall be deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
(3)
For the purposes of this Division, any invitation to the public to deposit money with or to lend money to a corporation or other entity (not being a prescribed corporation) shall be deemed to be an offer to the public for subscription or purchase, or invitation to the public to subscribe for or purchase, debentures of the corporation or entity; and any document that is issued or intended or required to be issued by a corporation or other entity acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the corporation or entity in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture.
(4)
In subsection (3), “prescribed corporation” means —
any bank licensed under the Banking Act (Cap. 19); or
any corporation or other entity or any corporation or other entity of a class which has been declared by the Authority by notification published in the Gazette to be a prescribed corporation, subject to such conditions or restrictions as it may think fit to impose by notice in writing.
(5)
The Authority may, at any time by notice in writing, vary or revoke any condition or restriction imposed under subsection (4)(b).
(6)
Any reference in this Division to making an offer to the public of shares in or debentures of, or units of shares in or debentures of, a corporation for subscription or purchase, or making an invitation to the public to subscribe for or purchase shares in or debentures of, or units of shares in or debentures of, a corporation, shall, unless the contrary intention appears —
include a reference to —
making an offer of shares in or debentures of, or units of shares in or debentures of, a corporation to any section of the public for subscription or purchase, or to making an invitation to any section of the public to subscribe for or purchase shares in or debentures of, or units of shares in or debentures of, a corporation, as the case may be, whether by selection as customers of the person making the offer or the invitation or in any other manner;
inviting applications from any section of the public to subscribe for or purchase shares in or debentures of, or units of shares in or debentures of, a corporation; and
the provision of any facility, made available to the public or any section of the public, that enables a person to subscribe for or purchase shares in or debentures of, or units of shares in or debentures of, a corporation;
but does not include the following:
an offer or invitation to enter into an underwriting agreement relating to shares in or debentures of, or units of shares in or debentures of, a corporation;
an offer or invitation made to existing members or debenture holders of a corporation (whether or not it is renounceable in favour of persons other than existing members or debenture holders) which —
relates to shares in or debentures of that corporation, or to units of such shares or debentures; and
is not an offer or invitation to which section 256 applies; and
an offer made to existing members of a company under section 306 of the Companies Act (Cap. 50) which relates to shares, or units of shares, in the company.
(7)
Any reference in the Division to the debentures of a corporation shall include a reference to debentures of the government of any state or any other entity.
(8)
This Division applies only in relation to offers or invitations to the public to subscribe for or purchase shares, debentures, or units of shares or debentures, made on or after the commencement of this Division.