Clause 101

Except to such extent and with such modifications as may be prescribed by the Authority, Subdivisions (2) and (3) of this Division shall not apply to an offer of units in a collective investment scheme (referred to in this section as a restricted scheme), where the offer is made to a relevant person, if the conditions in subsection (3) are satisfied.(2) Except to such extent and with such modifications as may be prescribed by the Authority, Subdivisions (2) and (3) of this Division shall not apply to an offer of units in a collective investment scheme (also referred to in this section as a restricted scheme) to a person who acquires the units as principal if the offer is on terms that the units may only be acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and if the conditions in subsection (3) are satisfied.(3) The conditions referred to in subsections (1) and (2) are —

the offer is not accompanied by an advertisement making an offer or calling attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with the offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the persons specified in section 302B(1)(d)(i) to (v); and

the offer is made in or accompanied by an information memorandum which —

contains the following statement:“The offer which is the subject of this information memorandum is not allowed to be made to the retail public. This information memorandum is not a prospectus as defined in the Securities and Futures Act. Accordingly statutory liability under that Act in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you.”; and

states the particulars in respect of the scheme.(4) The particulars referred to in subsection (3)(c)(ii) to be included in the information memorandum are —

the investment objectives, focus and approach of and risks of subscribing for or purchasing units in the restricted scheme;

whether the offer of units in the restricted scheme is regulated by any financial supervisory authority and if so, the title and jurisdiction of the legislation under which the restricted scheme is regulated and the name and contact details of the authority;

in the case of a restricted scheme which is constituted in Singapore the name and place of incorporation of the manager for the scheme and, where applicable, the trustee for the scheme;

in the case of a restricted scheme which is constituted outside Singapore which —

is a corporation —

its place of incorporation and business address; and

the name and place of incorporation or registration of the manager for the restricted scheme and, where applicable, the trustee or custodian for the restricted scheme; or

is not a corporation, the name and place of incorporation or registration of the manager for the restricted scheme and, where applicable, the trustee or custodian for the restricted scheme; and

whether the manager for the restricted scheme and, where applicable, the trustee for the restricted scheme are regulated by any financial supervisory authority and if so, the name and contact details of the authority.(5) In this section —“advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,that is published in connection with an offer of units in a collective investment scheme, but does not include —

an information memorandum;

a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of a securities exchange, futures exchange or recognised securities exchange, which is made by any person; or

a publication which consists solely of a notice or report of a meeting or proposed meeting of the participants of the collective investment scheme, or a general meeting or proposed general meeting of the person making the offer, the responsible person or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the meeting or general meeting;“information memorandum” means a document —

purporting to describe the units in a collective investment scheme being offered; and

purporting to have been prepared for delivery to and review by relevant persons and persons to whom an offer referred to in subsection (2) is to be made so as to assist them in making an investment decision in respect of the units being offered;“relevant person” means —

an accredited investor;

a corporation the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;

a trustee of a trust the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor;

an officer or equivalent person of the person making the offer (such person being an entity) or a spouse, parent, brother, sister, son or daughter of that officer or equivalent person; or

a spouse, parent, brother, sister, son or daughter of the person making the offer (such person being an individual).(6) Notwithstanding any requirement under section 99 or any regulation made thereunder that a person has to deal in securities for his own account with or through a person prescribed by the Authority so that he can qualify as an exempt person, a person who acquires units in a collective investment scheme under section 304 or this section for his own account without complying with such requirement shall be considered an exempt person even though he does not comply with that requirement.(7) The Authority may, by order published in the Gazette, specify an amount in substitution of any amount specified in subsection (2).First sale of units acquired pursuant to section 305305A.—

Notwithstanding sections 302B, 302C, 303(1) and 305B, where units in a collective investment scheme acquired pursuant to an offer made in reliance on an exemption under section 305 are first sold to any person other than —

an institutional investor;

a relevant person as defined in section 305(5); or

any person pursuant to an offer referred to in section 305(2),then Subdivisions (2) and (3) of this Division shall apply to the offer resulting in that sale.(2) Securities of a corporation (other than a corporation that is an accredited investor) —

the sole business of which is to hold investments; and

the entire share capital of which is owned by one or more individuals each of whom is an accredited investor,shall not be transferred within 6 months after the corporation has acquired any units in a collective investment scheme pursuant to an offer made in reliance on an exemption under section 305, unless —

that transfer —

is made only to institutional investors or relevant persons as defined in section 305(5); or

arises from an offer referred to in section 275(1A);

no consideration is or will be given for the transfer; or

the transfer is by operation of law.(3) Where —

the sole purpose of a trust (other than a trust the trustee of which is an accredited investor) is to hold investments; and (b)each beneficiary of the trust is an individual who is an accredited investor,the beneficiaries’ rights and interest (howsoever described) in the trust shall not be transferred within 6 months after units in a collective investment scheme are acquired for the trust pursuant to an offer made in reliance on an exemption under section 305, unless —

that transfer —

is made only to institutional investors or relevant persons as defined in section 305(5); or

arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

no consideration is or will be given for the transfer; or

the transfer is by operation of law.(4) For the avoidance of doubt, the reference to beneficiaries in subsection (3) shall include a reference to unitholders of a business trust and participants of a collective investment scheme.Offer made using offer information statement305B.—

Subject to subsection (2), Subdivision (3) of this Division shall not apply to an offer of units in a collective investment scheme whose units are listed for quotation on a securities exchange, whether by means of a rights issue or otherwise, if —

an offer information statement relating to the offer which complies with such form and content requirements as may be prescribed by the Authority is lodged with the Authority; and

the offer is made in or accompanied by the offer information statement referred to in paragraph (a).(2) Subsection (1) shall apply to an offer of units referred therein only for a period of 6 months from the date of lodgment of the offer information statement relating to that offer.(3) The Authority may, on the application of any person interested, modify the prescribed form and content of the offer information statement in such manner as is appropriate, subject to such conditions or restrictions as may be determined by the Authority.(4) Sections 249, 249A, 253, 254 and 255 (as applied to this Division by virtue of section 302) and such requirements as may be prescribed by the Authority shall apply in relation to an offer information statement referred to in subsection (1) as they apply in relation to a prospectus.(5) For the purposes of subsection (4) —

a reference in sections 249 and 249A to the registration of the prospectus shall be read as a reference to the lodgment of the offer information statement; and

a reference in section 253 or 254 to any information or new circumstance required to be included in a prospectus shall be read as a reference to any information prescribed under subsection (1)(a).(6) Where the written consent of an expert is required to be given under section 249 (as applied in relation to an offer information statement under subsection (4)), that written consent shall be lodged with the Authority at the same time as the lodgment of the statement.(7) Where the written consent of an issue manager or underwriter is required to be given under section 249A (as applied in relation to an offer information statement under subsection (4)), that written consent shall be lodged with the Authority at the same time as the lodgment of the statement.Making offer using automated teller machine or electronic means305C.—

Subject to subsection (3) and such requirements as may be prescribed by the Authority, a person making an offer of units in a collective investment scheme using —

any automated teller machine; or

such other electronic means as may be prescribed by the Authority,is exempted from the requirement under section 296(1)(a) that the offer be made in or accompanied by a prospectus in respect of the offer or, where applicable, the requirement under section 296(2) that the offer be made in or accompanied by a profile statement in respect of the offer.(2) For the avoidance of doubt, a prospectus which complies with all other requirements of section 296(1)(a) or, where applicable, a profile statement which complies with all other requirements of section 296(2) must still be prepared and issued in respect of any offer referred to in subsection (1).(3) Subsection (1) shall not apply unless the automated teller machine or prescribed electronic means indicates to a prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the prospectus or, where applicable, profile statement in respect of the offer; and

that he should read the prospectus or, where applicable, profile statement before submitting his application,before enabling him to submit his application to subscribe for or purchase units.”.