Singapore legislation
Clause 297
Clause 297
Stop order for prospectus and profile statement
(1)
If a prospectus that has been registered —
contains any statement or matter which, in the opinion of the Authority, is false or misleading;
omits any information that should have been included in it, or includes any information that is prohibited, by requirements prescribed under section 296; or
does not, in the opinion of the Authority, comply with the requirements of this Act,the Authority may by an order in writing (referred to in this section as a stop order) served on the responsible person for the scheme, direct that no or no further units in a collective investment scheme to which the prospectus relates be issued or sold.
(2)
If a profile statement that has been registered —
contains any statement or matter which, in the opinion of the Authority, is false or misleading;
omits any information that should have been included in it, or includes any information that is prohibited, by requirements prescribed under section 296; or
does not, in the opinion of the Authority, comply with the requirements of this Act,the Authority may, by an order in writing (referred to in this section as a stop order) served on the responsible person for the scheme, direct that no or no further units in a collective investment scheme to which the profile statement relates be issued or sold.
(3)
The Authority shall not serve a stop order under subsection (1) or (2) without giving the responsible person who lodged the prospectus or profile statement an opportunity to be heard.
(4)
Where applications for units in a collective investment scheme have been made prior to the service of a stop order, and —
the contributions of the applicants to the scheme have not yet been invested in accordance with the scheme —
where units in the scheme have not been issued to the applicants, the responsible person for the scheme shall treat such applications as having been withdrawn; or
where units in the scheme have been issued to the applicants, the issue of the units shall be deemed to be void,and the responsible person shall, within 7 days from the date of the stop order, pay to the applicants all moneys which the applicants have paid for the units, including contributions to the scheme and charges the applicants have paid to the responsible person, its agent, or any person through whom the applicant has applied for the units; or
the contributions of the applicants to the scheme have been invested in accordance with the scheme, the Authority may by notice in writing issue such directions to the responsible person for the scheme as it deems fit, including a direction that the responsible person provide the applicants with an option, on such terms as the Authority may approve, to obtain from the responsible person a refund of all moneys contributed by the applicants or to redeem their units in accordance with the scheme.
(5)
In determining whether to issue a direction under subsection (4) to the responsible person to refund the contributions of the applicants, the Authority shall consider whether the responsible person for the scheme will be able to liquidate the property of the scheme without material adverse financial effect to the applicants, and for this purpose, the factors which the Authority may take into account include:
whether a significant amount of the contributions of the participants has been invested;
the liquidity of the property of the collective investment scheme; and
the penalties, if any, payable for liquidating the property.
(6)
For the avoidance of doubt, a direction issued under subsection (4) shall be deemed not to be subsidiary legislation.
(7)
If the Authority is of the opinion that any delay in serving a stop order pending the hearing required under subsection (3) is not in the interests of the public, the Authority may, without giving the responsible person who lodged the prospectus or profile statement an opportunity to be heard, serve an interim stop order on such person directing that no or no further units in a collective investment scheme to which the prospectus or profile statement relates be issued or sold.
(8)
An interim stop order shall, unless revoked, be in force —
in a case where —
it is served during a hearing under subsection (3); or (ii)a hearing under subsection (3) is commenced while it is in force,until the Authority makes an order under subsection (1) or (2); or
in any other case, for a period of 14 days from the day on which the interim stop order is served.
(9)
Subsection (4) shall not apply where only an interim stop order has been served.
(10)
Any person who fails to comply with a stop order served under subsection (1) or (2) or an interim stop order served under subsection (7) 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.
(11)
Any responsible person for a collective investment scheme who contravenes subsection (4), or any direction issued to him under that subsection, 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.