Clause 73

by deleting the words “this Division shall not apply to an offer or invitation in respect of shares, debentures or units of shares or debentures,” in the 1st to 3rd lines of subsection (1) and substituting the words “this Division (other than section 257) shall not apply to an offer of securities”;

by deleting paragraph (b) of subsection (1) and substituting the following paragraph:“(b)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 an unlisted corporation or some or all of the shares of a particular class in an unlisted 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;”;

by deleting the words “a corporation” wherever they appear in sub-paragraphs (i) and (ii) of subsection (1)(c) and substituting in each case the words “an unlisted corporation”;

by inserting, immediately after paragraph (c) of subsection (1), the following paragraphs:“(ca)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,and such offer complies with the Take-over Code as though the Take-over Code is applicable to it;

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 complies with the Take-over Code as though the Take-over Code is applicable to it;

it is an offer to enter into an underwriting agreement relating to securities; (cd)it is an offer of securities of an entity —

being an entity which is formed or constituted in Singapore or otherwise, whose securities are not listed for quotation on a securities exchange; or

being an entity which is not formed or constituted in Singapore, whose securities are listed for quotation on a securities exchange and such listing is not a primary listing,that is made to existing members or debenture holders of that entity (whether or not it is renounceable in favour of persons other than existing members or debenture holders);

it is an offer of securities of a corporation made in the circumstances specified under section 306 of the Companies Act (Cap. 50);”;

by deleting the words “or invitation in respect” in subsection (1)(d) and (e);

by deleting paragraph (f) of subsection (1) and substituting the following paragraph:“(f)it is made (whether or not in relation to securities that have been previously issued) by an entity to a qualifying person, where the securities are to be held by or for the benefit of the qualifying person and are the securities of the entity or any of its related parties.”;

by inserting, immediately after subsection (1), the following subsection:“(1A) An offer of securities does not come within subsection (1)(d) or (e) if —

the securities being offered are borrowed by the issuer from an existing shareholder, holder of a debenture, or holder of units of shares or debentures, solely for the purpose of facilitating the offer of securities by the issuer; and

such borrowing is made under an agreement or arrangement between the issuer and the shareholder or holder which promises the issue or allotment of securities by the issuer to the shareholder or holder at the same time or shortly after the offer.”;

by deleting subsection (2) and substituting the following subsection:“(2) An offer of securities comes within subsection (1)(f) only if 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 —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in securities, or who is exempted therefrom in respect of such dealing.”;

by deleting subsection (3);

by deleting subsection (4) and substituting the following subsection:“(4) For the purposes of subsection (1)(f), a person is a qualifying person in relation to an entity if he is a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the entity or a related corporation of that entity (being a 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 or equivalent person, former director or equivalent person, employee or former employee”;

by deleting subsection (5) and substituting the following subsection:“(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 of securities 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 of securities,then Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to such an offer for a period of 6 months from the date of the declaration.”;

by deleting the words “or invitation” in subsection (6) and in the section heading; and

by deleting subsection (9) and substituting the following subsections:“(9) In subsection (1)(b) and (c), “unlisted corporation” means a corporation —

that is not a company; and

the securities of which are not listed for quotation on any securities exchange.(10) In subsection (1)(ca) and (cb), “corporation” means a corporation that is not a company.”.