Singapore legislation
Clause 255
Clause 255
Defences
(1)
A person is not liable under section 253(1) or 254(1) only because of a false or misleading statement or matter in a prospectus or a profile statement if the person proves that he —
made all inquiries (if any) that were reasonable in the circumstances; and
after doing so, believed on reasonable grounds that the statement was not false or misleading.
(2)
A person is not liable under section 253(1) or 254(1) only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that he —
made all inquiries (if any) that were reasonable in the circumstances; and
after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter.
(3)
A person is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that he placed reasonable reliance on information given to him by —
if the person is a corporation, someone other than a director, employee or agent of the corporation; or
if the person is an individual, someone other than an employee or agent of the individual.
(4)
For the purposes of subsection (3), a person is not the agent of a corporation or individual merely because he performs a particular professional or advisory function for the corporation or individual.
(5)
A person who is named in a prospectus or a profile statement as —
a proposed director or underwriter;
having made a statement included in the prospectus or the profile statement; or
having made a statement on the basis of which a statement is included in the prospectus or the profile statement,is not liable under section 253(1) or 254(1) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that he publicly withdrew his consent to being named in the prospectus or the profile statement in that way.
(6)
A person is not liable under section 253(1) or 254(1) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that he was not aware of the matter.