Clause 76

Subdivisions (2) and (3) of this Division shall not apply to an offer or invitation in respect of shares, debentures or units of shares or debentures, if —

it is made in connection with a take-over offer which is in compliance with the Take-over Code;

it is made in connection with an offer for the acquisition by or on behalf of a person of some or all of the shares in a corporation or some or all of the shares of a particular class in a corporation —

to all members of the corporation or all members of the corporation holding shares of that class; or

where the person already holds shares in the corporation, to all other members of the corporation or all other members of the corporation holding shares of that class,where such offer is in compliance with the laws, codes and other requirements (whether or not having the force of law) relating to take-overs of the country in which the corporation was incorporated;

it is made in connection with a proposed compromise or arrangement between —

a corporation and its creditors or a class of them; or

a corporation and its members or a class of them,and such proposed compromise or arrangement and the execution thereof is in compliance with the laws, codes and other requirements (whether or not having the force of law) relating to take-overs, compromises and arrangements of the country in which the corporation was incorporated;

it is an offer or invitation in respect of shares or debentures that have been previously issued and are listed for quotation or quoted on a securities exchange;

it is an offer or invitation in respect of units of shares or debentures where —

the units of shares or debentures have been previously issued and are listed for quotation or quoted on a securities exchange; or

an application has been or will be made for permission for the units of shares or debentures to be listed for quotation or quoted on a securities exchange and the shares or debentures have been previously issued and are listed for quotation on a securities exchange or a recognised securities exchange; or

it is made (whether or not in relation to shares or debentures or units of shares or debentures that have been previously issued) by a corporation to a qualifying person where the shares or debentures or units of shares or debentures are to be held by or for the benefit of the qualifying person in accordance with a share investment offer or scheme (including a share option offer or scheme) for the time being in force.(2) Subsection (1)(f) shall only apply if no selling or promotional expenses are paid or incurred in connection with the share investment offer or scheme, other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by the holder of a capital markets services licence to deal in securities or an exempt person in respect of dealing in securities.(3) For the avoidance of doubt, nothing in subsection (1)(f) shall be construed as making an offer or invitation by a corporation to a qualifying person in respect of any of its shares or debentures or units of its shares or debentures an offer or invitation to the public by reason only that such offer or invitation is made to the qualifying person.(4) For the purposes of subsections (1)(f) and (3), a person is a qualifying person in relation to a corporation if he is a bona fide director, former director, consultant, adviser, employee or former employee of the corporation or a related corporation of that corporation, or if he is the spouse, widow, widower or a child, adopted child or step-child below the age of 18, of such director, former director, employee or former employee.(5) Where, on the application of any person interested, the Authority declares that circumstances exist whereby —

the cost of providing a prospectus for an offer or invitation in respect of shares, debentures or units of shares or debentures outweighs the resulting protection to investors; or

it would not be prejudicial to the public interest if a prospectus were dispensed with for an offer or invitation in respect of shares, debentures or units of shares or debentures,Subdivisions (2) and (3) of this Division shall not apply to a person making such an offer or invitation to the public for a period of 6 months from the date of the declaration.(6) The Authority may, on making a declaration under subsection (5), impose such conditions or restrictions on the offer or invitation as it may determine.(7) A declaration made under subsection (5) shall be final.(8) Any person who contravenes any of the conditions or restrictions specified in the declaration made under subsection (5) 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.(9) In subsection (1)(b) and (c), “corporation” excludes —

a company; and

a corporation whose shares or debentures, or units of shares or debentures, are listed for quotation on a securities exchange.Offer or invitation made to certain institutions or persons

a bank that is licensed under the Banking Act (Cap. 19);

a merchant bank that is approved as a financial institution under section 28 of the Monetary Authority of Singapore Act (Cap. 186);

a finance company licensed under the Finance Companies Act (Cap. 108);

a company or society registered under the Insurance Act (Cap. 142) as an insurer;

a company registered under the Trust Companies Act (Cap. 336);

the Government or a statutory body;

a pension fund or collective investment scheme;

the holder of a capital markets services licence for —

dealing in securities;

fund management;

providing custodial services for securities;

securities financing; or

trading in futures contracts;

a person which carries on the business of dealing in bonds with —

accredited investors; or

persons whose business involves the acquisition and the disposal or holding of securities (whether as principal or agent); or

any other person who has been declared by the Authority as an exempt purchaser or is within a class of persons declared by the Authority as exempt purchasers.”.