Singapore legislation
Clause 298
Clause 298
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, or the expiration of 12 months from the date of registration of the prospectus by the Authority, whichever is earlier, the responsible person for a collective investment scheme becomes aware of —
a false or misleading statement or matter in the prospectus or profile statement;
an omission from the prospectus or profile statement of any information that should have been included in it by requirements prescribed under section 296; or
a new circumstance that —
has arisen since the prospectus or profile statement was lodged with the Authority; and
would have been required under this Act to be included in the prospectus or 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 responsible person for the scheme 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)
If, after a prospectus or profile statement is registered but before the close of an offer or invitation, or the expiration of 12 months from the registration of the prospectus by the Authority, whichever is earlier, the responsible person for a collective investment scheme wishes to update any information in a prospectus or profile statement and he declares in writing to the Authority that none of the situations set out in subsection (1) apply at that time, the responsible person may lodge a supplementary or replacement document with the Authority.
(3)
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.
(4)
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.
(5)
The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority.
(6)
The responsible person for a collective investment scheme which lodges a supplementary document under subsection (1) shall take reasonable steps to inform potential investors of such lodgment and make available the supplementary document to them.
(7)
For the purposes of the application of this Division to events that occur after the lodgment of a 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.
(8)
The responsible person for a collective investment scheme which lodges a replacement document under subsection (1) shall take reasonable steps to inform potential investors of such lodgment and make available the replacement document to them.
(9)
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.
(10)
Where applications have been made under the original prospectus or profile statement for units in a collective investment scheme prior to the lodgment of a supplementary document or replacement document under subsection (1), the responsible person for the scheme shall give the applicants and all participants of the scheme the supplementary document or replacement document, as the case may be, within 7 days from the date of lodgment of the supplementary document or replacement document.
(11)
Any person who contravenes subsection (3), (4), (5), (6) or (8) 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.
(12)
Any person who contravenes subsection (10) 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.