Clause 55

by deleting subsection (1) and substituting the following subsection:“(1) If a prospectus is required for an offer or intended offer of securities, a person shall not —

advertise the offer or intended offer; or

publish a statement that —

directly or indirectly refers to the offer or intended offer; or

is reasonably likely to induce persons to subscribe for or purchase the securities,unless the advertisement or publication is authorised by this section.”;

by deleting paragraphs (a) and (b) of subsection (2) and substituting the following paragraphs:“(a)indirectly refers to an offer or intended offer of securities; or

is reasonably likely to induce persons to subscribe for or purchase securities,”;

by deleting the words “a corporation’s” in subsection (2)(i) and substituting the words “an entity’s”;

by deleting the word “corporation” in subsection (2)(ii) and substituting the word “entity”;

by deleting the words “to persons specified in sections 274 and 275” in the 4th line of subsection (3) and substituting the words “to institutional investors, relevant persons as defined in section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made”;

by deleting sub-paragraph (i) of subsection (3)(a) and substituting the following sub-paragraph:“(i)the following statement: “This is a preliminary document and is subject to further amendments and completion in the prospectus to be registered by the Monetary Authority of Singapore.”.(g)by deleting sub-paragraph (iii) of subsection (3)(a) and substituting the following sub-paragraph:“(iii)a statement in bold lettering that no offer or agreement shall be made on the basis of the preliminary document to purchase or subscribe for any securities to which the preliminary document relates;”;

by deleting paragraph (b) of subsection (3) and substituting the following paragraph:“(b)the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer of the securities to which the preliminary document relates, or the acceptance of such an offer by any person; and”;

by deleting the words “to persons specified in sections 274 and 275” in subsection (4) and substituting the words “to institutional investors, relevant persons as defined in section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made”;

by inserting, immediately after the words “registered by the Authority” in subsection (5), the words “under section 240”;

by deleting paragraphs (a) to (d) of subsection (6) and substituting the following paragraphs:“(a)a statement that identifies the securities, the person making the offer, the issuer and, where applicable, the underlying entity;

a statement that a prospectus or profile statement for the offer will be made available when the offer is made;

a statement that anyone wishing to acquire the securities will need to make an application in the manner set out in the prospectus or profile statement; and

a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile statement.”;

by deleting subsections (8) and (9) and substituting the following subsections:“(8) After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if —

it includes a statement that the prospectus or profile statement in respect of the offer of securities is available for collection at the times and places specified in the statement;

it includes a statement that anyone wishing to acquire the securities will need to make an application in the manner set out in the prospectus or profile statement; and

it does not contain any information that is not included in the prospectus or profile statement.(9) An advertisement or a publication does not contravene subsection (1) if it —

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 made by any person;

consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the underlying entity or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting;

consists solely of a report about the issuer or the underlying entity that is published by the person making the offer, the issuer or the underlying entity, which —

does not contain information that materially affects the affairs of the issuer or underlying entity other than information previously made available in a prospectus that has been registered by the Authority, an annual report or a disclosure, notice or report referred to in paragraph (a) or (b); and

does not refer (directly or indirectly) to the offer or intended offer;

consists solely of a statement made by the person making the offer, the issuer or the underlying entity that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority;

is a news report, or a genuine comment, by a person other than any person referred to in paragraph (f)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio, television or any other means of broadcasting or communication, relating to —

a prospectus or profile statement that has been lodged with the Authority or information contained in such a prospectus or profile statement;

a disclosure, notice or report referred to in paragraph (a);

a notice, report, presentation, general meeting or proposed general meeting referred to in paragraph (b);

a report referred to in paragraph (c);

is a report about the securities which are the subject of the offer or intended offer, published by someone who is not —

the person making the offer, the issuer or the underlying entity;

a director or an equivalent person of the person making the offer, the issuer or the underlying entity;

a person who has an interest in the success of the issue or sale of the securities; or

a person acting at the instigation of, or by arrangement with, any person referred to in sub-paragraph (i), (ii) or (iii);

is a report about the securities which are the subject of the offer or intended offer, published and delivered to any institutional investor not later than 14 days prior to the date of lodgment of the prospectus, provided that —

the offer is also made or will also be made in one or more other countries;

the publication and delivery of such report in that other country or any one of those other countries do not infringe any law, code or other requirement of that country;

the report and the manner of its publication and delivery in Singapore comply with such other requirements as may be prescribed by the Authority; and

the person issuing the report complies with such requirements as may be prescribed by the Authority; or

is a publication made by the person making the offer, the issuer or the underlying entity solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in —

an earlier news report or a genuine comment referred to in paragraph (e); or

an earlier publication published in the ordinary course of business of publishing a newspaper, periodical or magazine, or of broadcasting by radio, television or any other means of broadcasting or communication, referred to in subsection (10),provided that the first-mentioned publication does not contain any material information that is not included in the prospectus.”;

by deleting the words “Subsection (9)(d) and (e)” in subsection (11) and substituting the words “Subsection (9)(e) and (f)”;

by deleting the words “and, in the case of a corporation, every officer or other person, who knowingly authorised or permitted the publication or dissemination,” in subsection (12) and substituting the words “or who knowingly authorised or permitted the publication or dissemination in contravention of subsection (1)”; and

by inserting, immediately after subsection (15), the following subsections:“(16) For the purposes of this section, any reference to publishing a statement shall be construed as including a reference to making a statement, whether oral or written, which is reasonably likely to be published.(17) For the purposes of subsections (1) and (2), any reference to a statement shall include a reference to any information present, regardless of whether such information is in text or otherwise.(18) For the purposes of subsection (2)(ii), the reference to affairs of the entity shall —

in the case where the entity is a corporation, be construed as including a reference to the matters referred to in section 2(2); and

in any other case, be construed as a reference to such matters as may be prescribed by the Authority.(19) For the purposes of subsection (9)(c)(i), the reference to affairs of the issuer or underlying entity shall —

in the case where the issuer or underlying entity is a corporation, be construed as including a reference to the matters referred to in section 2(2); and

in any other case, be construed as a reference to such matters as may be prescribed by the Authority.”.