Singapore legislation
Clause 244
Clause 244
Invitation to public to lend money to or to deposit money with corporation
(1)
In addition to any other requirement imposed under this Subdivision in respect of such invitation, no person shall make an invitation to the public to deposit money with or lend money to a corporation or any other entity unless —
the prospectus concerned contains an undertaking by the corporation or entity that it will, within 2 months after the acceptance of any money as a deposit or loan from any person in response to the invitation, issue to that person a document which acknowledges or evidences or constitutes an acknowledgement of the indebtedness of the corporation or entity in respect of that deposit or loan; and
the document is described or referred to in the prospectus and in any other document, whether constituting or relating to the invitation in any of the following forms of debt obligation, in accordance with this section:
unsecured loan stock, unsecured note, unsecured deposit note, unsecured debenture or certificate of unsecured debenture stock, bonds (including bearer and Eurobonds), short or medium term notes (including Euronotes) or convertible loan stock;
mortgage bonds, mortgage debenture or certificate of mortgage debenture stock;
a secured debenture or certificate of debenture stock; or
such other form as the Authority may approve as having effect for the purposes of this section but subject to such conditions as it may impose, in accordance with this section.
(2)
Where pursuant to an invitation referred to in subsection (1) a corporation or any other entity has accepted from any person any money as a deposit or loan, the corporation or entity concerned shall, within 2 months after the acceptance of the money, issue to that person a document which —
acknowledges or evidences or constitutes an acknowledgement of the indebtedness of the corporation or entity in respect of that deposit or loan; and
complies with the other requirements of this section.
(3)
The document shall be described or referred to in the prospectus and in any other document whether constituting or relating to the invitation and in the document itself in the form described in subsection (1)(b)(i) or approved under subsection (1)(b)(iv) unless under subsection (4) or (5) it is and may be otherwise described.
(4)
The document may be described or referred to in the prospectus or in such other document or in the document itself in the form described in subsection (1)(b)(ii) if, and only if, there is included in the prospectus the statements and the valuation prescribed by the Authority.
(5)
The document may be described or referred to in the prospectus or in such other document or in the document itself in the form described in subsection (1)(b)(iii) if, and only if —
under subsection (4) it is entitled to be described or referred to in that prospectus or document in the form described in subsection (1)(b)(ii) but is not described or referred to in that form; or
there is included in the prospectus matters prescribed by the Authority.
(6)
Nothing in this section shall apply to a prescribed corporation.
(7)
For the purposes of subsection (6), “prescribed corporation” has the same meaning as in section 239(4).
(8)
Every corporation or other person or entity that contravenes any of the provisions of this section and every officer of a corporation or other entity who is in default 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.
(9)
For the purposes of this section, a certificate issued by a borrowing corporation certifying, in respect of any deposit with or a loan to the borrowing corporation, the registered holder (or in the case of a bearer instrument, the bearer) of a specified number or value of the debt obligations described or approved under subsection (1)(b), issued by the borrowing corporation upon or subject to the terms and conditions contained in a trust deed referred to or identified in the certificate, shall be deemed to be a document evidencing the indebtedness of the borrowing corporation in respect of that deposit or loan.