Clause 296

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

is prepared in accordance with such requirements as may be prescribed;

is lodged with the Authority together with a written application for the registration of the prospectus; and

is registered by the Authority; and

complies with such requirements as may be prescribed.

a prospectus is prepared in accordance with such requirements as may be prescribed under subsection (1)(a)(i) and the profile statement is prepared in accordance with such requirements as may be prescribed;

a copy each of the prospectus and profile statement is 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

the offer or invitation complies with such other 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 (12);

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 (12); 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;

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, or an inclusion in the prospectus of any information that is prohibited, by virtue of requirements prescribed under subsection (1)(a);

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

a copy of the prospectus signed by the following persons is not lodged with the Authority:

where the responsible person for the scheme is a corporation, by every director of the responsible person, and every person who is named in the prospectus as a proposed director of the responsible person, or by a person authorised by him in writing; or

where the responsible person for the scheme is not a corporation, by such persons as the Authority may approve;

copies verified as prescribed of any consent required by section 249 (as applied to this Subdivision by virtue of section 302) to the issue of the prospectus has not been 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 any information that is required to be included, or an inclusion in the profile statement of any information that is prohibited, by virtue of requirements prescribed under subsection (2)(a);

a copy of the profile statement signed by the following persons is not lodged with the Authority:

where the responsible person for the scheme is a corporation, by every director of the responsible person, and every person who is named in the profile statement as a proposed director of the responsible person, or by a person authorised by him in writing; or

where the responsible person for the scheme is not a corporation, by such persons as the Authority may approve;

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 responsible person is in the course of being wound up or otherwise dissolved whether in Singapore or outside Singapore;

execution against the responsible person 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 outside Singapore, in relation to or in respect of any property of the responsible person;

the responsible person 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 units in a collective investment scheme is accepted, or units in a collective investment scheme are issued or sold, without a copy of a prospectus and profile statement, where applicable, in respect of the units having been registered by the Authority,the responsible person for the scheme 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 units, or the issue or sale of the units, 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 of 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.