Singapore legislation
Clause 241
Clause 241
Lodging supplementary document or replacement document
(1)
If, after a prospectus or profile statement is registered but before the close of the offer or invitation, the person making the offer or invitation to the public to subscribe for or purchase shares, debentures or units of shares or debentures becomes aware of —
a false or misleading statement or matter in the prospectus or profile statement;
an omission from the prospectus of any information that should have been included in it under section 243 or 244, or an omission from the profile statement of any information that should have been included in it under section 246, as the case may be; or
a new circumstance that —
has arisen since the prospectus or profile statement was lodged with the Authority; and
would have been required by —
section 243 or 244 to be included in the prospectus; or
section 246 to be included in the profile statement, if it had arisen before the prospectus or the profile statement, as the case may be, was lodged,and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement prospectus, or a supplementary or replacement profile statement (referred to in this section as a supplementary or replacement document, as the case may be), with the Authority.
(2)
At the beginning of a supplementary document, there shall be —
a statement that it is a supplementary prospectus or a supplementary profile statement, as the case may be;
an identification of the prospectus or profile statement it supplements;
an identification of any previous supplementary document lodged with the Authority in relation to the offer or invitation; and
a statement that it is to be read together with the prospectus or profile statement it supplements and any previous supplementary document.
(3)
At the beginning of a replacement document, there shall be —
a statement that it is a replacement prospectus or a replacement profile statement, as the case may be; and
an identification of the prospectus or profile statement it replaces.
(4)
The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority.
(5)
The person who lodges a supplementary document or the corporation concerned shall take reasonable steps to inform potential investors of such lodgment and make available the supplementary document to them, and, for the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —
where the supplementary document is a supplementary prospectus, the prospectus shall be taken to be the original prospectus together with the supplementary prospectus and any previous supplementary prospectus; and
where the supplementary document is a supplementary profile statement, the profile statement shall be taken to be the original profile statement together with the supplementary profile statement and any previous supplementary profile statement.
(6)
The person who lodges a replacement document or the corporation concerned shall take reasonable steps to inform potential investors of such lodgment and make available the replacement document to them, and, for the purposes of the application of this Division to events that occur after the lodgment of the replacement document —
where the replacement document is a replacement prospectus, the prospectus shall be taken to be the replacement prospectus; and
where the replacement document is a replacement profile statement, the profile statement shall be taken to be the replacement profile statement.
(7)
If a supplementary document or replacement document is lodged with the Authority, the offer or invitation shall be kept open for at least 14 days after the lodgment of the supplementary document or replacement document.
(8)
Where prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to subscribe for shares, debentures, or units of shares or debentures and —
where the shares, debentures, or units of shares or debentures have not been issued to the applicants, the corporation shall either —
within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or
treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled, and the corporation shall, within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the shares or debentures, or units of shares or debentures; or
where the shares, debentures, or units of shares or debentures, have been issued to the applicants, the corporation shall either —
within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return to the corporation shares or debentures, or units of shares or debentures, which they do not wish to retain title in; or (ii)treat the issue of the shares or debentures, or units of shares or debentures as void, in which case the issue shall be deemed void and the corporation shall, within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the shares or debentures, or units of shares or debentures.
(9)
Subsections (8)(b) and (11) have effect notwithstanding sections 73, 76 and 76A of the Companies Act (Cap. 50).
(10)
An applicant who wishes to exercise his option under subsection (8)(a)(i) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document notify the corporation of this, whereupon the corporation shall, within 7 days from the receipt of such notification, pay to him all moneys paid by him on account of his application for the shares, debentures or units of shares or debentures.
(11)
An applicant who wishes to exercise his option under subsection (8)(b)(i) to return shares, debentures or units of shares or debentures issued to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the corporation of this and return all documents, if any, purporting to be evidence of title to those shares or debentures, or units of shares or debentures, to the corporation, whereupon the corporation shall, within 7 days from the receipt of such notification and documents, if any, pay to him all moneys paid by him for the shares, debentures or units of shares or debentures and the issue of those shares or debentures, or units of shares or debentures, shall be deemed to be void.
(12)
Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to purchase shares or debentures, or units of shares or debentures and —
where the shares or debentures, or units of shares or debentures have not been sold to the applicants, the corporation shall either —
on behalf of the vendor, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or
treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled and the corporation shall, on behalf of the vendor, within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the shares or debentures, or units of shares or debentures; or
where the shares or debentures, or units of shares or debentures, have been sold to the applicants, the corporation shall either —
on behalf of the vendor, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to return to the corporation shares or debentures, or units of shares or debentures, which they do not wish to retain title in; or
treat the sale of the shares or debentures, or units of shares or debentures as void, in which case the sale shall be deemed void and the corporation shall, on behalf of the vendor —
if documents purporting to evidence title had been issued to the applicants, within 7 days from the date of the lodgment of the supplementary document or replacement document, inform the applicants to return such documents to the corporation within 14 days from that date; and
within 7 days from the date of the receipt of those documents (if applicable) or the date of the lodgment of the supplementary document or replacement document, whichever is later, pay to the applicants all moneys paid by them for the shares, debentures or units of shares or debentures.
(13)
An applicant who wishes to exercise his option under subsection (12)(a)(i) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the corporation of this whereupon the corporation shall, on behalf of the vendor, within 7 days of the receipt of such notification, pay to him all moneys paid by him on account of his application for the shares, debentures or units of shares or debentures.
(14)
An applicant who wishes to exercise his option under subsection (12)(b)(i) to return shares, debentures or units of shares or debentures sold to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the corporation of this and return all documents, if any, purporting to evidence title to those shares or debentures, or units of shares or debentures, to the corporation, whereupon the corporation shall, on behalf of the vendor, within 7 days from the receipt of such notification and documents, if any, pay to him all moneys paid by him for the shares, debentures or units of shares or debentures and the sale of those shares, debentures, or units of shares or debentures shall be deemed to be void.
(15)
Any person who contravenes subsection (8) or (12) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
(16)
Any person who contravenes any other provision of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.