Singapore legislation

Clause 45

of Securities and Futures (Amendment No. 2) Bill

Clause 45

New section 240A

The principal Act is amended by inserting, immediately after section 240, the following section:“Debenture issuance programme240A.—

(1)

A prospectus for every offer of debentures or units of debentures that is part of a debenture issuance programme shall comprise —

(a)

a base prospectus applicable to every offer under the debenture issuance programme; and

(b)

a pricing statement applicable to that particular offer.(2) A profile statement for every offer of debentures or units of debentures that is part of a debenture issuance programme shall comprise —

(a)

an extract from, or an abridged version of, a base prospectus referred to in subsection (1)(a) (referred to in this section as a base profile statement); and

(b)

a pricing statement applicable to that particular offer.(3) In respect of an offer referred to in subsection (1), the requirements of section 240(1)(a)(ii) and (iii) are satisfied if a copy of the base prospectus and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document.(4) In respect of an offer referred to in subsection (2), the requirements of section 240(4)(b) and (c) are satisfied if a copy of the base profile statement and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document.(5) For the avoidance of doubt, where the base prospectus or base profile statement in relation to a debenture issuance programme has been lodged with and registered by the Authority, it shall be treated as having been lodged with and registered by the Authority in respect of every offer under that programme.(6) For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (1), a reference to a prospectus shall, unless the context otherwise requires or the Authority has prescribed otherwise, be read as a reference to both the base prospectus and the pricing statement.(7) For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (2), a reference to a profile statement shall, unless the context otherwise requires or the Authority has prescribed otherwise, be read as a reference to both the base profile statement and the pricing statement.(8) The Authority may, by regulations, prescribe how the provisions of this Subdivision shall apply to an offer referred to in subsection (1) or (2).(9) For the avoidance of doubt, a pricing statement may be registered by the Authority at any time after its lodgment with the Authority.”.