Clause 240

is made in or accompanied by a prospectus in respect of the offer or invitation —

that is prepared in accordance with sections 243 and 244, where applicable;

a copy of which, being one that has been signed by every director, and by every person who is named therein as a proposed director, of the corporation or by a person authorised by him, is lodged with the Authority together with a written application for the registration of the prospectus; and

that is registered by the Authority; and

complies with such requirements as may be prescribed.

a prospectus in respect of such offer or invitation is prepared in accordance with sections 243 and 244, where applicable, and the profile statement is prepared in accordance with section 246;

a copy of the prospectus and a copy of the profile statement, each of which has been signed by every director, and by every person who is named therein as a proposed director, of the corporation or by a person authorised by him, are lodged with the Authority together with a written application for the registration of the prospectus and a written application for the registration of the profile statement respectively; and the prospectus is lodged no later than the profile statement;

the prospectus and profile statement are registered by the Authority;

sufficient copies of the prospectus are made available for collection at the times and places specified in the profile statement; and (e)the offer or invitation complies with such requirements as may be prescribed.

the Authority gives to the person who lodged the prospectus or profile statement a notice of an opportunity to be heard under subsection (15);

the Authority gives notice of an extension, in which case the Authority may, not later than 28 days from the date of lodgment of the prospectus or profile statement —

register the prospectus or profile statement; or

give to the person who lodged the prospectus or profile statement a notice of an opportunity to be heard under subsection (15); or

the person who lodged the prospectus or profile statement applies in writing for the prospectus or profile statement to be registered at a later date, in which case the Authority may register the prospectus or profile statement at such later date as the Authority thinks fit.

where any amendment to a prospectus is lodged prior to the registration of such prospectus, the prospectus and any profile statement which is lodged shall be deemed to have been lodged when such amendment was lodged; and

where any amendment to a profile statement is lodged prior to the registration of such profile statement, the profile statement shall be deemed to have been lodged when such amendment was lodged.

with the consent of the Authority; or

pursuant to an order by the Authority,it shall be treated as part of the original prospectus or profile statement.

the Authority is of the opinion that the prospectus contains a false or misleading statement or matter;

there is an omission from the prospectus of any information that is required to be included in it under section 243 or 244;

a copy of the prospectus signed by every director, and by every person who is named therein as a proposed director of the corporation, or by a person authorised by him in writing, is not lodged with the Authority;

the Authority is of the opinion that the prospectus does not comply with the requirements of this Act;

copies verified as prescribed of any consent required by section 249 to the issue of the prospectus are not lodged with the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

the Authority is of the opinion that the profile statement contains a false or misleading statement or matter;

there is an omission from the profile statement of information required by section 246 to be included in it or an inclusion in the profile statement of information prohibited by that section from being included in it;

a copy of the profile statement signed by every director, and by every person who is named therein as a proposed director of the corporation, or by a person authorised by him in writing, is not lodged with the Authority;

the Authority is of the opinion that the profile statement does not comply with the requirements of this Act;

the prospectus has not been registered by the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

the corporation is in the course of being wound up or otherwise dissolved whether in Singapore or elsewhere;

execution against the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part;

a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation;

the corporation has entered into a compromise or scheme of arrangement with its creditors, being a compromise or scheme of arrangement that is still in operation.

a prospectus or profile statement is issued, circulated or distributed without a copy thereof having been registered by the Authority; or

an application to subscribe for or purchase shares or debentures, or units of shares or debentures is accepted, or shares or debentures, or units of shares or debentures are allotted, issued or sold, without a copy of a prospectus and profile statement, where applicable, in respect of the shares or debentures, or units of shares or debentures, having been registered by the Authority,the corporation and every person who is knowingly a party to the issue, circulation or distribution of the prospectus or profile statement, the acceptance of the application to subscribe for or purchase the shares or debentures, or units of shares or debentures, or the allotment, issue or sale of the shares or debentures, or units of shares or debentures, as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.