Singapore legislation

Clause 82

of Securities and Futures (Amendment No. 2) Bill

Clause 82

Repeal and re-enactment of Division 1A of Part XIII

Division 1A of Part XIII of the principal Act is repealed and the following Division substituted therefor:“Division 1A — Business TrustsSubdivision (1) — InterpretationPreliminary provisions282A.—

(1)

In this Division, unless the context otherwise requires —“chief executive officer”, in relation to a corporation, means any person, by whatever name called, who is in the direct employment of, or acting for or by arrangement with, the corporation, and who is principally responsible for the management and conduct of the business of the corporation;“control”, in relation to an entity, means the capacity of a person to determine the outcome of decisions on the financial and operating policies of the entity, having regard to —

(a)

the influence which the person can, in practice, exert on the entity (as opposed to the rights which the person can exercise in the entity); and

(b)

any practice or pattern of behaviour of that person affecting the financial or operating policies of the entity (even if such practice or pattern of behaviour involves a breach of an agreement or a breach of trust),but does not include any capacity of a person to influence decisions on the financial and operating policies of the entity if such influence is required by law or under any contract or order of court to be exercised for the benefit of other persons;“expert” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister;“issuer”, in relation to an offer of units or derivatives of units in a business trust, means —

(a)

in the case of units being offered, the trustee of the business trust in its capacity as the trustee that issued or will be issuing such units; or

(b)

in the case of derivatives of units being offered, the trustee of the business trust in its capacity as the trustee, or any other entity, that issued or will be issuing such derivatives of units;“minimum subscription”, in relation to any units or derivatives of units in a business trust offered for subscription, means the amount stated in the prospectus relating to the offer, as the minimum amount which must be raised by the issue of the units or derivatives of units so offered failing which no units or derivatives of units will be allotted or issued;“preliminary document” means a document which has been lodged with the Authority and is issued for the purpose of determining the appropriate issue or sale price of, and the number of, units or derivatives of units in a business trust or proposed business trust to be issued or sold and which contains the information required to be included in a prospectus under section 282F, except for such information as may be prescribed by the Authority;“profile statement” means a profile statement referred to in section 282C(4);“promoter”, in relation to a prospectus issued in connection with a business trust, means a promoter of the business trust who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity;“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of units or derivatives of units in a business trust or proposed business trust and includes any document deemed to be a prospectus under section 282Q, but does not include —

(a)

a profile statement; or

(b)

any material, advertisement or publication which is authorised by section 282L (other than subsection (5) thereof);“recognised securities exchange” means a corporation which has been declared by the Authority, by order published in the Gazette, to be a recognised securities exchange for the purposes of this Division;“related party” means —

(a)

in relation to an entity —

(i)

a director or equivalent person of the entity;

(ii)

the chief executive officer or equivalent person of the entity;

(iii)

a person who controls the entity;

(iv)

a related corporation;

(v)

any other entity controlled by it;

(vi)

any other entity controlled by the person referred to in sub-paragraph (iii); and

(vii)

a related party of any individual referred to in sub-paragraph (i), (ii) or (iii); and (b)in relation to an individual —

(i)

his immediate family; (ii)a trustee of any trust of which the individual or any member of the individual’s immediate family is —

(A)

a beneficiary; or

(B)

where the trust is a discretionary trust, a discretionary object,when the trustee acts in that capacity; and

(iii)

any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the votes attached to all voting shares;“replacement document” means a replacement prospectus or a replacement profile statement referred to in section 282D(1), as the case may be;“supplementary document” means a supplementary prospectus or a supplementary profile statement referred to in section 282D(1), as the case may be;“trustee-manager” —

(a)

in relation to a registered business trust, has the same meaning as in section 2 of the Business Trusts Act 2004 (Act 30 of 2004); and

(b)

in relation to a business trust for which an application for registration has been made under section 4(1) of the Business Trusts Act 2004, means the person proposed to be named as the trustee-manager in the application made under that section;“trust deed” has the same meaning as “deed” in section 2 of the Business Trusts Act 2004;“trust property” has the same meaning as in section 2 of the Business Trusts Act 2004.(2) For the purposes of this Division, a statement shall be deemed to be included in a prospectus or profile statement if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.(3) For the purposes of this Division, a person makes an offer of any units or derivatives of units in a business trust if, and only if, as principal —

(a)

he makes (either personally or by an agent) an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of those units or derivatives of units by him or another person with whom he has made arrangements for that issue or sale; or

(b)

he invites (either personally or by an agent) any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of those units or derivatives of units by him or another person with whom he has made arrangements for that issue or sale.(4) In subsection (3), “sale” includes any disposal for valuable consideration.Division not to apply to certain business trusts which are collective investment schemes 282B. This Division does not apply to an offer of units or derivatives of units in a business trust, where —

(a)

the business trust is also a collective investment scheme that has been authorised under section 286 or recognised under section 287; or

(b)

the business trust is also a collective investment scheme and the offer is made in reliance on an exemption under Subdivision (4) of Division 2.Subdivision (2) — Prospectus RequirementsRequirement for prospectus and profile statement, where relevant282C.—

(1)

No person shall make an offer of units or derivatives of units in a business trust unless —

(a)

the business trust is a registered business trust; and

(b)

the offer —

(i)

is made in or accompanied by a prospectus in respect of the offer —

(A)

that is prepared in accordance with section 282F;

(B)

a copy of which, being one that has been signed in accordance with subsection (5), is lodged with the Authority; and

(C)

that is registered by the Authority; and

(ii)

complies with such requirements as may be prescribed by the Authority.(2) A person who lodges a preliminary document with the Authority shall be deemed to have lodged a prospectus with the Authority.(3) A preliminary document referred to in subsection (2) shall contain all information to be included in a prospectus other than such information as may be prescribed by the Authority.(4) Notwithstanding subsection (1), an offer of units or derivatives of units in a business trust may be made in or accompanied by an extract from, or an abridged version of, a prospectus (referred to in this section as a profile statement), instead of a prospectus, if —

(a)

a prospectus in respect of such offer is prepared in accordance with section 282F, and the profile statement is prepared in accordance with section 282G;

(b)

a copy of the prospectus and a copy of the profile statement, each of which has been signed in accordance with subsection (5), are lodged with the Authority, and the prospectus is lodged no later than the profile statement;

(c)

the prospectus and profile statement are registered by the Authority;

(d)

sufficient copies of the prospectus are made available for collection at the times and places specified in the profile statement; and

(e)

the offer complies with such requirements as may be prescribed by the Authority.(5) The copy of a prospectus or profile statement lodged with the Authority shall be signed —

(a)

where the person making the offer is the issuer, by every director or equivalent person of the issuer and every person who is named therein as a proposed director or an equivalent person of the issuer;

(b)

where the person making the offer is an individual and is not the issuer —

(i)

by that person; and

(ii)

if the issuer is controlled by that person, one or more of his related parties, or that person and one or more of his related parties, by every director or equivalent person of the issuer and every person who is named therein as a proposed director or an equivalent person of the issuer; and

(c)

where the person making the offer is an entity and is not the issuer —

(i)

by every director or equivalent person of that entity; and

(ii)

if the issuer is controlled by that entity, one or more of its related parties, or that entity and one or more of its related parties, by every director or equivalent person of the issuer, and every person who is named therein as a proposed director or an equivalent person of the issuer.(6) A requirement under subsection (5) for the copy of a prospectus or profile statement to be signed by a director or an equivalent person is satisfied if the copy is signed —

(a)

by that director or equivalent person; or

(b)

by a person who is authorised in writing by that director, or equivalent person to sign on his behalf.(7) A requirement under subsection (5) for the copy of a prospectus or profile statement to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the copy is signed —

(a)

by that proposed director or equivalent person; or

(b)

by a person who is authorised in writing by that proposed director or equivalent person to sign on his behalf.(8) No person shall make any offer of units or derivatives of units in a business trust that has not been formed or does not exist.(9) Any person who contravenes subsection (1) or (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(10) The Authority may register a prospectus or profile statement on any day between the 14th and 21st days (both days inclusive) from the date of lodgment thereof with the Authority, unless —

(a)

the Authority gives to the person making the offer a notice of an opportunity to be heard under subsection (20);

(b)

the Authority gives to the person making the offer notice of an extension, in which case the Authority may, not later than 28 days from the date of lodgment of the prospectus or profile statement —

(i)

(ii)

give the person making the offer a notice of an opportunity to be heard under subsection (20);

(c)

the person making the offer applies in writing to extend the period during which the prospectus or profile statement may be registered, and the Authority grants an extension as it thinks fit, in which case the Authority may, at any time up to and including the date on which the extended period ends —

(i)

(ii)

give the person making the offer a notice of an opportunity to be heard under subsection (20); or

(d)

the person making the offer gives a notice in writing to the Authority to withdraw the lodgment of the prospectus or profile statement, in which case the Authority shall not register the prospectus or profile statement.(11) Where, after a notice of an opportunity to be heard has been given under subsection (10)(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the prospectus or profile statement, the Authority may proceed with the registration on such date as it considers appropriate, except that that date shall not be earlier than the 14th day from the date of lodgment of the prospectus or profile statement with the Authority.(12) Where a prospectus lodged with the Authority is a preliminary document, the Authority shall not register the prospectus unless a copy of the prospectus which has been signed in accordance with subsection (5) and which contains the information required to be stipulated in the prospectus under section 282F, including such information which could be omitted from the preliminary document by virtue of subsection (3), has been lodged with the Authority.(13) A person making an offer of units or derivatives of units in a business trust may lodge any amendment to a prospectus or profile statement in respect of that offer at any time before but not after the registration of the prospectus or profile statement by the Authority.(14) Subject to subsection (15) —

(a)

where any amendment to a prospectus is lodged, the prospectus and any profile statement which is lodged shall be deemed, for the purposes of subsection (10), to have been lodged when such amendment was lodged; and

(b)

where any amendment to a profile statement is lodged, the profile statement shall be deemed, for the purposes of subsection (10), to have been lodged when such amendment was lodged.(15) Where an amendment to a prospectus or profile statement is lodged with the consent of the Authority, the prospectus or profile statement as amended shall be deemed, for the purposes of subsection (10), to have been lodged when the original prospectus or profile statement was lodged with the Authority.(16) An amendment to a prospectus or profile statement that is lodged shall be treated as part of the original prospectus or profile statement.(17) The Authority may, for public information, publish —

(a)

a prospectus or profile statement lodged with the Authority under this section; and

(b)

where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1),and, for the purposes of this subsection, the person making the offer shall provide the Authority with a copy of the prospectus or profile statement and, where applicable, the translation, in such form or medium for publication as the Authority may require.(18) The Authority shall refuse to register a prospectus if —

(a)

the Authority is of the opinion that the prospectus contains a false or misleading statement;

(b)

there is an omission from the prospectus of any information that is required to be included in it under section 282F;

(c)

the copy of the prospectus that is lodged with the Authority is not signed in accordance with subsection (5);

(d)

the Authority is of the opinion that the prospectus does not comply with the requirements of this Act;

(e)

any written consent of an expert to the issue of the prospectus required under section 282I, or a copy thereof which is verified as prescribed, is not lodged with the Authority;

(f)

any written consent of an issue manager to the issue of the prospectus required under section 282J(1), or a copy thereof which is verified as prescribed, is not lodged with the Authority;

(g)

any written consent of an underwriter to the issue of the prospectus required under section 282J(2), or a copy thereof which is verified as prescribed, is not lodged with the Authority; or

(h)

the Authority is of the opinion that it is not in the public interest to do so.(19) The Authority shall refuse to register a profile statement if —

(a)

the Authority is of the opinion that the profile statement contains a false or misleading statement;

(b)

there is an omission from the profile statement of information required under section 282G to be included in it or an inclusion in the profile statement of information prohibited by that section from being included in it;

(c)

the copy of the profile statement that is lodged with the Authority is not signed in accordance with subsection (5);

(d)

any written consent of an expert to the issue of the profile statement required under section 282I, or a copy thereof which is verified as prescribed, is not lodged with the Authority;

(e)

the Authority is of the opinion that the profile statement does not comply with the requirements of this Act;

(f)

the prospectus has not been registered by the Authority;

(g)

any written consent of an issue manager to the issue of the profile statement required under section 282J(1), or a copy thereof which is verified as prescribed, is not lodged with the Authority;

(h)

any written consent of an underwriter to the issue of the profile statement required under section 282J(2), or a copy thereof which is verified as prescribed, is not lodged with the Authority; or

(i)

the Authority is of the opinion that it is not in the public interest to do so.(20) The Authority shall not refuse to register a prospectus under subsection (18) or a profile statement under subsection (19) without giving the person making the offer an opportunity to be heard, except that an opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to register the prospectus or profile statement on the basis of any of the following circumstances:

(a)

the person making the offer (being an entity), the issuer, the trustee-manager of the business trust or the business trust itself is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b)

the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere; or

(c)

a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person making the offer (being an entity), the issuer or the trustee-manager of the business trust, or in relation to or in respect of the trust property of the business trust.(21) Any person making an offer may, within 30 days after he is notified that the Authority has refused to register a prospectus or profile statement to which his offer relates under subsection (18) or (19), appeal to the Minister whose decision shall be final.(22) If —

(a)

a prospectus or profile statement is issued, circulated or distributed before it has been registered by the Authority; or

(b)

an application to subscribe for or purchase units or derivatives of units in a business trust is accepted, or units or derivatives of units in a business trust are allotted, issued or sold, before a prospectus and, where applicable, profile statement, where applicable, in respect of the units or derivatives of units has been registered by the Authority,the person making the offer and every person who is knowingly a party to —

(i)

the issue, circulation or distribution of the prospectus or profile statement;

(ii)

the acceptance of the application to subscribe for or purchase the units or derivatives of units; or

(iii)

the allotment, issue or sale of the units or derivatives of units,as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(23) Regulations made under this section may provide that a contravention of specified provisions thereof shall be an offence and may provide for penalties not exceeding a fine of $50,000.(24) For the purposes of subsections (18)(a) and (19)(a), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.Lodging supplementary document or replacement document282D.—

(1)

If, after a prospectus or profile statement is registered but before the close of the offer of units or derivatives of units in a business trust, the person making that offer becomes aware of —

(a)

a false or misleading statement in the prospectus or profile statement;

(b)

an omission from the prospectus of any information that should have been included in it under section 282F, or an omission from the profile statement of any information that should have been included in it under section 282G, as the case may be; or

(c)

a new circumstance that —

(i)

has arisen since the prospectus or profile statement was lodged with the Authority; and

(ii)

would have been required by —

(A)

section 282F to be included in the prospectus; or

(B)

section 282G to be included in the profile statement,if it had arisen before the prospectus or the profile statement, as the case may be, was lodged,and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement prospectus, or a supplementary or replacement profile statement (referred to in this section as a supplementary or replacement document, as the case may be), with the Authority.(2) At the beginning of a supplementary document, there shall be —

(a)

a statement that it is a supplementary prospectus or a supplementary profile statement, as the case may be;

(b)

an identification of the prospectus or profile statement it supplements;

(c)

an identification of any previous supplementary document lodged with the Authority in relation to the offer; and

(d)

a statement that it is to be read together with the prospectus or profile statement it supplements and any previous supplementary document in relation to the offer.(3) At the beginning of a replacement document, there shall be —

(a)

a statement that it is a replacement prospectus or a replacement profile statement, as the case may be; and

(b)

an identification of the prospectus or profile statement it replaces.(4) The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority.(5) The person making the offer shall take reasonable steps —

(a)

to inform potential investors of the lodgment of any supplementary or replacement document under subsection (1); and

(b)

to make available to them the supplementary document or replacement document.(6) For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —

(a)

where the supplementary document is a supplementary prospectus, the prospectus in relation to the offer shall be taken to be the original prospectus together with the supplementary prospectus and any previous supplementary prospectus in relation to the offer; and

(b)

where the supplementary document is a supplementary profile statement, the profile statement in relation to the offer shall be taken to be the original profile statement together with the supplementary profile statement and any previous supplementary profile statement in relation to the offer.(7) For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —

(a)

where the replacement document is a replacement prospectus, the prospectus in relation to the offer shall be taken to be the replacement prospectus; and

(b)

where the replacement document is a replacement profile statement, the profile statement in relation to the offer shall be taken to be the replacement profile statement.(8) If a supplementary document or replacement document is lodged with the Authority, the offer shall be kept open for at least 14 days after the lodgment of the supplementary document or replacement document.(9) Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to subscribe for units or derivatives of units in a business trust, then —

(a)

where the units or derivatives of units have not been issued to the applicants, the person making the offer —

(i)

shall —

(A)

within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; and

(B)

take all reasonable steps to make available within a reasonable period the supplementary document or replacement document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;

(ii)

shall, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or

(iii)

shall —

(A)

treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and

(B)

within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the units or derivatives of units in the business trust; or

(b)

where the units or derivatives of units have been issued to the applicants, the person making the offer —

(i)

shall —

(A)

(B)

(ii)

(iii)

shall —

(A)

treat the issue of the units or derivatives of units in the business trust as void, in which case the issue shall be deemed void; and

(B)

within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the units or derivatives of units.(10) An applicant who wishes to exercise his option under subsection (9)(a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, whereupon that person shall, within 7 days from the receipt of such notification, pay to the applicant all moneys paid by him on account of his application for the units or derivatives of units in the business trust.(11) An applicant who wishes to exercise his option under subsection (9)(b)(i) or (ii) to return units or derivatives of units in the business trust issued to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents, if any, purporting to be evidence of title to those units or derivatives of units to that person, whereupon that person shall, within 7 days from the receipt of such notification and documents, if any, pay to the applicant all moneys paid by the applicant for the units or derivatives of units in the business trust, and the issue of those units or derivatives of units shall be deemed to be void.(12) Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to purchase units or derivatives of units in a business trust, then —

(a)

where the units or derivatives of units have not been transferred to the applicants, the person making the offer —

(i)

shall —

(A)

(B)

(ii)

(iii)

shall —

(A)

treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and

(B)

(b)

where the units or derivatives of units have been transferred to the applicants, the person making the offer —

(i)

shall —

(A)

(B)

(ii)

(iii)

shall treat the sale of the units or derivatives of units in the business trust as void, in which case the sale shall be deemed void, and shall —

(A)

if documents purporting to evidence title to the units or derivatives of units (referred to in this paragraph as the title documents) have been issued to the applicants —

(AA)within 7 days from the date of lodgment of the supplementary document or replacement document, inform the applicants to return the title documents to the person making the offer within 14 days from the date of lodgement of the supplementary document or replacement document; and

(AB)within 7 days from the date of the receipt of the title documents or the date of lodgment of the supplementary document or replacement document, whichever is the later, pay to the applicants all moneys paid by them for the units or derivatives of units; or

(B)

if no title documents have been issued to the applicants, within 7 days from the date of the lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the units or derivatives of units.(13) An applicant who wishes to exercise his option under subsection (12)(a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, whereupon that person shall, within 7 days of the receipt of such notification, pay to him all moneys paid by him on account of his application for the units or derivatives of units in the business trust.(14) An applicant who wishes to exercise his option under subsection (12)(b)(i) or (ii) to return units or derivatives of units in the business trust sold to him shall, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents, if any, purporting to evidence title to those units or derivatives of units to the person making the offer, whereupon that person shall, within 7 days from the receipt of such notification and documents, if any, pay to the applicant all moneys paid by him for the units or derivatives of units and the sale of those units or derivatives of units shall be deemed to be void.(15) Any person who contravenes subsection (9) or (12) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.(16) Any person who contravenes any other provision of this section 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.(17) For the purposes of subsection (1)(a), the reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.Stop order for prospectus and profile statement282E.—

(1)

If a prospectus has been registered and —

(a)

the Authority is of the opinion that the prospectus contains a false or misleading statement;

(b)

there is an omission from the prospectus of any information that is required to be included in it under section 282F;

(c)

the Authority is of the opinion that the prospectus does not comply with the requirements of this Act; or

(d)

(a)

the Authority is of the opinion that the profile statement contains a false or misleading statement;

(b)

there is an omission from the profile statement of any information that is required to be included in it under section 282G;

(c)

the Authority is of the opinion that the profile statement does not comply with the requirements of this Act; or

(d)

the Authority is of the opinion that it is in the public interest to do so,the Authority may, by an order in writing (referred to in this section as a stop order) served on the person making the offer of the units or derivatives of units in a business trust to which the profile statement relates, direct that no or no further units or derivatives of units in the business trust allotted, issued or sold.(3) Notwithstanding subsections (1) and (2), the Authority shall not serve a stop order if any of the units or derivatives of units in a business trust to which the prospectus or profile statement relates has been issued or sold, and listed for quotation on a securities exchange and trading in them has commenced.(4) The Authority shall not serve a stop order under subsection (1) or (2) without giving the person making the offer an opportunity to be heard, except that an opportunity to be heard need not be given if the stop order is served on the ground that it is in the public interest to do so on the basis of any of the following circumstances:

(a)

(b)

the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;

(c)

a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person making the offer (being an entity), the issuer, the trustee-manager of the business trust or, in relation to or in respect of the trust property of the business trust.(5) Where applications to subscribe for units or derivatives of units in a business trust to which the prospectus or profile statement relates have been made prior to the stop order, then —

(a)

where the units or derivatives of units have not been issued to the applicants —

(i)

the applications shall be deemed to have been withdrawn and cancelled; and

(ii)

the person making the offer shall, within 14 days from the date of the stop order, pay to the applicants all moneys the applicants have paid on account of their applications for the units or derivatives of units; or

(b)

where the units or derivatives of units have been issued to the applicants —

(i)

the issue of the units or derivatives of units shall be deemed to be void; and

(ii)

the person making the offer shall, within 14 days from the date of the stop order, pay to the applicants all moneys paid by them for the units or derivatives of units.(6) Where applications to purchase units or derivatives of units in a business trust to which the prospectus or profile statement relates have been made prior to the stop order, then —

(a)

where the units or derivatives of units have not been transferred to the applicants —

(i)

the applications shall be deemed to have been withdrawn and cancelled; and

(ii)

(b)

where the units or derivatives of units have been transferred to the applicants, the sale shall be deemed to be void, and the person making the offer shall —

(i)

if documents purporting to evidence title to the units or derivatives of units have been issued to the applicants —

(A)

within 7 days from the date of the stop order, inform the applicants to return such documents to the person making the offer within 14 days from that date; and

(B)

within 7 days from the date of the receipt of those documents or the date of the stop order, whichever is the later, pay to the applicants all moneys paid by them for the units or derivatives of units; or

(ii)

if no such documents have been issued to the applicants, within 7 days from the date of the stop order, pay to the applicants all moneys paid by them for the units or derivatives of units.(7) If the Authority is of the opinion that any delay in serving a stop order pending the holding of a hearing required under subsection (4) is not in the interests of the public, the Authority may, without giving an opportunity to be heard, serve an interim stop order on the person making the offer directing that no or no further units or derivatives of units in a business trust to which the prospectus or profile statement relates be allotted, issued or sold.(8) An interim stop order shall, unless revoked by the Authority, be in force —

(a)

in a case where —

(i)

it is served during a hearing under subsection (4); or (ii)a hearing under subsection (4) is commenced while it is in force,until the Authority makes an order under subsection (1) or (2); and

(b)

in any other case, for a period of 14 days from the day on which the interim stop order is served.(9) Subsections (5) and (6) shall not apply where only an interim stop order has been served.(10) Any person who fails to comply with a stop order served under subsection (1) or (2) or an interim stop order served under subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(11) Any person who contravenes subsection (5) or (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.(12) For the purposes of subsections (1)(a) and (2)(a), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.Contents of prospectus282F.—

(1)

A prospectus for an offer of units or derivatives of units in a business trust shall contain —

(a)

all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters specified in subsection (3); and

(b)

the matters prescribed by the Authority.(2) The prospectus shall, with respect to subsection (1)(a), contain such information —

(a)

only to the extent to which it is reasonable for investors and their professional advisers to expect to find in the prospectus; and

(b)

only to the extent that a person whose knowledge is relevant —

(i)

actually knows the information; or

(ii)

in the circumstances ought reasonably to have obtained the information by making enquiries.(3) The matters referred to in subsection (1)(a) shall relate to —

(a)

the rights and liabilities attaching to the units or derivatives of units in the business trust;

(b)

where the person making the offer of units or derivatives of units in the business trust is the trustee-manager of the business trust or the trustee-manager of the business trust is controlled by —

(i)

the person making the offer;

(ii)

one or more of the related parties of the person making the offer; or

(iii)

the person making the offer and one or more of his related parties —the assets and liabilities, profits and losses and financial position and performance of the business trust and of the trustee manager, and the prospects of the business trust;

(c)

where derivatives of units in the business trust are issued by an entity other than the trustee-manager of the business trust and the person making the offer is that entity or that entity is controlled by —

(i)

the person making the offer;

(ii)

one or more of the related parties of the person making the offer; or

(iii)

the person making the offer and one or more of his related parties,the assets and liabilities, profits and losses, financial position and performance, and prospects of that entity; and

(d)

in the case of an offer of derivatives of units in the business trust, where the person making the offer, or an entity which is controlled by —

(i)

the person making the offer;

(ii)

one or more of the related parties of the person making the offer; or

(iii)

the person making the offer and one or more of his related parties,is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units, the capacity of that person or entity to issue or deliver the relevant units or derivatives of units in that business trust, or the ability of that person or entity to meet those financial or contractual obligations.(4) In deciding what information shall be included under subsection (1)(a), regard shall be had to —

(a)

the nature of the units or derivatives of units in the business trust and the nature of the business trust concerned;

(b)

the matters that likely investors may reasonably be expected to know; and

(c)

the fact that certain matters may reasonably be expected to be known to the professional advisers of such investors.(5) For the purposes of subsection (2)(b), a person’s knowledge is relevant only if he is one of the following persons:

(a)

the person making the offer;

(b)

if the person making the offer is an entity, a director or equivalent person of the entity;

(c)

the issuer;

(d)

a director or equivalent person, or a proposed director or equivalent person, of the issuer;

(e)

a person named in the prospectus with his consent as an underwriter to the issue or sale;

(f)

a person named in the prospectus as a stockbroker to the issue or sale if he participates in any way in the preparation of the prospectus;

(g)

a person named in the prospectus with his consent as having made a statement —

(i)

that is included in the prospectus; or

(ii)

on which a statement made in the prospectus is based;

(h)

a person named in the prospectus with his consent as having performed a particular professional or advisory function.(6) A condition requiring or binding an applicant for units or derivatives of units in a business trust to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.(7) This section does not affect any liability that a person has under any other law.(8) In subsection (3)(b), “assets and liabilities, profits and losses, financial position and performance, and prospects”, in relation to a business trust, means —

(a)

the assets and liabilities, profits and losses, financial position and performance of that business trust derived from the accounting records and other records kept by the trustee-manager of that business trust; and

(b)

the business and financial prospects anticipated with respect to the operations of the trustee-manager of the business trust in its capacity as trustee-manager of the business trust.Contents of profile statement282G.—

(1)

A profile statement for an offer of units or derivatives of units in a business trust shall contain —

(a)

the following particulars:

(i)

identification of the business trust, the trustee-manager of the business trust, the person making the offer and the issuer;

(ii)

identification of the persons signing the profile statement;

(iii)

the nature of the units or derivatives of units;

(iv)

the nature of the risks involved in investing in the units or derivatives of units; and

(v)

details of all amounts payable in respect of the units or derivatives of units (including any amount by way of fee, commission or charge);

(b)

a statement that copies of the prospectus are available for collection at the times and places specified in the profile statement; and

(c)

a statement that the persons referred to in section 282C(5) who have signed the profile statement are satisfied that the profile statement contains a fair summary of the key information in the prospectus.(2) A profile statement shall not contain —

(a)

any statement that is false or misleading in the form and context in which it is included;

(b)

any material information that is not contained in the prospectus; and

(c)

any material information that differs in any material particular from that set out in the prospectus.(3) For the purposes of subsection (2)(a), the reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.Exemption from requirements as to form or content of prospectus or profile statement282H.—

(1)

The Authority may exempt any person or any prospectus or profile statement from any requirement of this Act relating to the form or content of a prospectus or profile statement, subject to such conditions or restrictions as may be determined by the Authority.(2) The Authority shall not grant an exemption under subsection (1) unless it is of the opinion that —

(a)

the cost of complying with the requirement in respect of which exemption has been applied for outweighs the resulting protection to investors; or

(b)

it would not be prejudicial to the public interest if the requirement in respect of which the exemption has been applied for were dispensed with.(3) The Authority may exempt any class of persons or any class or description of prospectuses or profile statements, from any requirement of this Act relating to the form or content of a prospectus or profile statement, subject to such conditions or restrictions as may be determined by the Authority.(4) Any person who contravenes any of the conditions or restrictions imposed under subsection (1) or (3) 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.Expert’s consent to issue of prospectus or profile statement containing statement by him282I.—

(1)

Where an offer of units or derivatives of units in a business trust is made in or accompanied by a prospectus or profile statement which includes a statement purporting to be made by, or based on a statement made by, an expert, the prospectus or profile statement shall not be issued unless —

(a)

the expert has given, and has not before the registration of the prospectus or profile statement, as the case may be, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; and

(b)

there appears in the prospectus or profile statement, as the case may be, a statement that the expert has given and has not withdrawn his consent.(2) Every person making the offer shall cause a true copy of every written consent referred to in subsection (1) to be deposited, within 7 days after the registration of the prospectus or profile statement, at the registered office of the issuer in Singapore or, if the issuer has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose.(3) Every issuer shall keep, and make available for inspection by its members and creditors and persons who have subscribed for or purchased the units or derivatives of units in the business trust to which the prospectus or profile statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with subsection (2) for a period of at least 6 months after the registration of the prospectus or profile statement.(4) If any prospectus or profile statement is issued in contravention of subsection (1), the person making the offer and every person who is knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both 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.(5) The Authority may exempt any person or class of persons, or any prospectus or profile statement or class or description of prospectuses or profile statements, from this section, subject to such conditions or restrictions as may be determined by the Authority.(6) Any person who contravenes any of the conditions or restrictions imposed 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.Consent of issue manager and underwriter to being named in the prospectus or profile statement282J.—

(1)

Where an offer of units or derivatives of units in a business trust is made in or accompanied by a prospectus or profile statement in which a person is named as the issue manager to the offer, the prospectus or profile statement shall not be issued unless —

(a)

the person has given, and has not before the registration of the prospectus or profile statement, as the case may be, withdrawn his written consent to being named in the prospectus or profile statement as issue manager to that offer; and

(b)

there appears in the prospectus or profile statement, as the case may be, a statement that the person has given and has not withdrawn his consent.(2) Where an offer of units or derivatives of units in a business trust is made in or accompanied by a prospectus or profile statement in which a person is named as the underwriter (but not a sub-underwriter) to the offer, the prospectus or profile statement shall not be issued unless —

(a)

(b)

there appears in the prospectus or profile statement, as the case may be, a statement that the person has given and has not withdrawn such consent.(3) If any prospectus or profile statement is issued in contravention of subsection (1) or (2), the person making the offer and every person who is knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both 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.(4) Every person making the offer shall cause a true copy of every written consent referred to in subsection (1) and (2) to be deposited, within 7 days after the registration of the prospectus or profile statement, at the registered office of the issuer in Singapore or, if it has no registered office in Singapore, at the address in Singapore specified in the prospectus for that purpose.(5) Every issuer shall keep, and make available for inspection by its members and creditors and persons who have subscribed for or purchased the units or derivatives of units in the business trust to which the prospectus or profile statement relates, without payment of any fee, a true copy of every written consent deposited in accordance with subsection (4) for a period of at least 6 months after the registration of the prospectus or profile statement.Duration of validity of prospectus and profile statement282K.—

(1)

No person shall make an offer of units or derivatives of units in a business trust, or allot, issue or sell any units or derivatives of units in a business trust, on the basis of a prospectus or profile statement after the expiration of a period of 6 months from the date of registration by the Authority of the prospectus in relation to such offer, allotment, issue or sale.(2) In a case where an entity makes an offer of units or derivatives of units in a business trust or where the units or derivatives of units in a business trust being offered are those issued by an entity or a proposed entity, no officer or equivalent person or promoter of the entity or proposed entity shall authorise or permit —

(a)

the offer of those units or derivatives of units; or

(b)

the allotment, issue or sale of those units or derivatives of units,on the basis of a prospectus or profile statement after the expiration of a period of 6 months from the date of registration by the Authority of the prospectus in relation to such offer, allotment, issue or sale.(3) If default is made in complying with subsection (1) or (2), the person and, in the case of an entity or proposed entity, every officer or equivalent person or promoter of the entity or proposed entity shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both 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.(4) An allotment, an issue or a sale of units or derivatives of units in a business trust that is made in contravention of subsection (1) or (2) shall not, by reason only of that fact, be voidable or void.Restrictions on advertisements, etc.282L.—

(1)

If a prospectus is required for an offer or intended offer of units or derivatives of units in a business trust, a person shall not —

(a)

advertise the offer or intended offer; or

(b)

publish a statement that —

(i)

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

(ii)

is reasonably likely to induce persons to subscribe for or purchase the units or derivatives of units,unless the advertisement or publication is authorised by this section.(2) In determining whether a statement —

(a)

indirectly refers to an offer or intended offer of units or derivatives of units in a business trust; or

(b)

is reasonably likely to induce persons to subscribe for or purchase units or derivatives of units in a business trust,regard shall be had to whether the statement —

(i)

forms part of —

(A)

the normal advertising by a trustee-manager of a business trust on behalf of the business trust in respect of the products or services offered by the trustee-manager on behalf of the business trust, and is genuinely directed at maintaining existing customers, or attracting new customers, for those products or services; or

(B)

the normal advertising of an entity’s products or services, and is genuinely directed at maintaining its existing customers, or attracting new customers, for those products or services;

(ii)

communicates information that materially deals with the affairs of the business trust or the entity; and

(iii)

is likely to encourage investment decisions being made on the basis of the statement rather than on the basis of information contained in a prospectus or profile statement.(3) Notwithstanding subsection (6), a person may, before a prospectus or profile statement is registered by the Authority, disseminate a preliminary document which has been lodged with the Authority to institutional investors, relevant persons as defined in section 282Z(3) or persons to whom an offer referred to in section 282Z(2) is to be made without contravening subsection (1), if —

(a)

the front page of the preliminary document contains —

(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.”;

(ii)

a statement that a person to whom a copy of the preliminary document has been issued shall not circulate it to any other person; and

(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 units or derivatives of units in the business trust to which the preliminary document relates;

(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 units or derivatives of units in the business trust to which the preliminary document relates, or the acceptance of such an offer by any person; and

(c)

when the prospectus is registered by the Authority, the person takes reasonable steps to notify the persons to whom the preliminary document was issued that the registered prospectus is available for collection.(4) Notwithstanding subsection (6), a person does not contravene subsection (1) by presenting oral or written material, on matters contained in a preliminary document which has been lodged with the Authority, to institutional investors, relevant persons as defined in section 282Z(3) or persons to whom an offer referred to in section 282Z(2) is to be made before a prospectus or profile statement is registered by the Authority.(5) For the avoidance of doubt, a person may disseminate a prospectus or profile statement that has been registered by the Authority under section 282C without contravening subsection (1).(6) Before a prospectus or profile statement is registered, an advertisement or a publication does not contravene subsection (1) if it contains only the following:

(a)

a statement that identifies the units or derivatives of units in the business trust, the person making the offer, the issuer, the business trust and the trustee-manager of the business trust;

(b)

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

(c)

a statement that anyone wishing to acquire the units or derivatives of units in the business trust will need to make an application in the manner set out in the prospectus or profile statement; and

(d)

a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile statement.(7) To satisfy subsection (6), the advertisement or publication shall include all of the statements referred to in paragraphs (a), (b) and (c) of that subsection, and may include the statement referred to in paragraph (d).(8) After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if —

(a)

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

(b)

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

(c)

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 —

(a)

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;

(b)

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

(c)

consists solely of a report about the issuer or the business trust whose units or derivatives of units are the subject of the offer or intended offer that is published by the person making the offer, the issuer or the trustee-manager of the business trust, which —

(i)

does not contain information that materially affects the affairs of the issuer or the business trust 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

(ii)

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

(d)

consists solely of a statement made by the person making the offer, the issuer or the trustee-manager of the business trust that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority;

(e)

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 —

(i)

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

(ii)

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

(iii)

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

(iv)

a report referred to in paragraph (c);

(f)

is a report about the units or derivatives of units in a business trust which are the subject of the offer or intended offer, published by someone who is not —

(i)

the person making the offer, the issuer or the trustee-manager of the business trust;

(ii)

a director or equivalent person of the person making the offer, the issuer or the trustee-manager of the business trust;

(iii)

a person who has an interest in the success of the issue or sale of the units or derivatives of units in the business trust; or

(iv)

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

(g)

is a report about the units or derivatives of units in a business trust 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 —

(i)

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

(ii)

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;

(iii)

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

(iv)

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

(h)

is a publication made by the person making the offer, the issuer or the trustee-manager of the business trust solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in —

(i)

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

(ii)

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.(10) A person does not contravene subsection (1) if —

(a)

he publishes any advertisement or publication in the ordinary course of a business of —

(i)

publishing a newspaper, periodical or magazine; or

(ii)

broadcasting by radio, television or any other means of broadcasting or communication; and

(b)

he did not know and had no reason to suspect that its publication would constitute a contravention of subsection (1).(11) Subsection (9)(e) and (f) shall not apply to an advertisement or a statement if any person gives consideration or any other benefit for the publication of the advertisement or statement.(12) Any person who contravenes subsection (1) or who knowingly authorised or permitted the publication or dissemination in contravention of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both 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.(13) This section does not affect any liability that a person has under any other law.(14) The Authority may exempt any person or class of persons from this section, subject to such conditions or restrictions as may be determined by the Authority.(15) Any person who contravenes any of the conditions or restrictions imposed under subsection (14) 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.(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 presented, regardless of whether such information is in text or otherwise.(18) For the purposes of subsection (2)(ii), the reference to affairs of the business trust or the entity shall —

(a)

in the case of the business trust, be construed to refer to such matters as may be prescribed by the Authority;

(b)

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

(c)

in the case where the entity is not a corporation, be construed to refer 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 the business trust shall —

(a)

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

(b)

in the case where the issuer is not a corporation, be construed to refer to such matters as may be prescribed by the Authority; and

(c)

in the case of the business trust, be construed to refer to such matters as may be prescribed by the Authority.Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies282M.—

(1)

A person referred to in section 282O(3) (other than paragraph (a)) shall notify in writing the person making the offer of units or derivatives of units in a business trust, as soon as practicable, if he becomes aware at any time after the prospectus or profile statement is registered by the Authority but before the close of the offer that —

(a)

a statement in the prospectus or the profile statement is false or misleading;

(b)

there is an omission to state any information required to be included in the prospectus under section 282F or there is an omission to state any information required to be included in the profile statement under section 282G, as the case may be; or

(c)

a new circumstance —

(i)

has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii)

(1)

Where an offer of units or derivatives of units in a business trust is made in or accompanied by a prospectus or profile statement, or, in the case of an offer referred to in section 282ZC, where a prospectus or profile statement is prepared and issued in relation to the offer, and —

(a)

a false or misleading statement is contained in —

(i)

the prospectus or the profile statement; or

(ii)

any application form for the units or derivatives of units;

(b)

(c)

there is an omission to state a new circumstance that —

(i)

has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii)

would have been required to be included in the prospectus under section 282F, or required to be included in the profile statement under section 282G, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,the persons referred to in subsection (4) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(2) For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person made the statement without having reasonable grounds for making the statement.(3) A person shall not be taken to have contravened subsection (1) if the false or misleading statement, or the omission to state any information or new circumstance, is not materially adverse from the point of view of the investor.(4) The persons guilty of the offence are —

(a)

the person making the offer;

(b)

where the person making the offer is an entity —

(i)

each director or equivalent person of the entity; and

(ii)

if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or equivalent person of the entity;

(c)

where the issuer is controlled by the person making the offer, one or more of the related parties of the person making the offer, or the person making the offer and one or more of his related parties —

(i)

the issuer;

(ii)

each director or equivalent person of the issuer; and

(iii)

each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or equivalent person of the issuer;

(d)

an issue manager to the offer of the units or derivatives of units in the business trust who is, and who has consented to be, named in the prospectus or profile statement, if —

(i)

he intentionally or recklessly makes the false or misleading statement or omits to state the information or circumstance;

(ii)

knowing that the statement in the prospectus or profile statement is false or misleading or that the information or circumstance has been omitted, he fails to take such remedial action as is appropriate in the circumstances without delay; or

(iii)

he is reckless as to whether the statement is false or misleading or whether the information or circumstance has been included;

(e)

an underwriter (but not a sub-underwriter) to the issue or sale of the units or derivatives of units in the business trust who is, and who has consented to be, named in the prospectus or profile statement, if —

(i)

he intentionally or recklessly makes the false or misleading statement or omits to state the information or circumstance;

(ii)

knowing that the statement is false or misleading or that the information or circumstance has been omitted, he fails to take such remedial action as is appropriate in the circumstances without delay; or

(iii)

he is reckless as to whether the statement is false or misleading or whether the information or circumstance has been included;

(f)

a person named in the prospectus or the profile statement with his consent as having made —

(i)

the statement that is false or misleading, if he intentionally or recklessly makes that statement; or

(ii)

a statement on which the false or misleading statement is based, if he knows that the second-mentioned statement is false or misleading and fails to take immediate steps to withdraw his consent,but only in respect of the inclusion of the false or misleading statement; and

(g)

any other person who intentionally or recklessly makes the false or misleading statement, or omits to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.(5) For the purposes of subsection (4) and this subsection —

(a)

remedial action includes any of the following:

(i)

preventing the statement from being included, or having the information or circumstance included, in the prospectus or profile statement, as the case may be;

(ii)

procuring the lodgment of a supplementary or replacement prospectus under section 282D; and

(b)

a person is reckless as to the matter referred to in subsection (4)(d)(iii) or (e)(iii) if, having been put upon inquiry that the statement to be, or which has been, included in the prospectus or profile statement is likely to be false or misleading, that the information or circumstance is likely to be required to be included in that document, or that there is likely to be an omission to state the information or circumstance in that document, he fails to —

(i)

make all inquiries as are reasonable in the circumstances to verify this; and

(ii)

take such remedial action as is appropriate in the circumstances without delay, if such action is warranted by the outcome of the inquiries.(6) For the purposes of this section, any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.Civil liability for false or misleading statements282O.—

(1)

(a)

a false or misleading statement is contained in —

(i)

the prospectus or the profile statement; or

(ii)

any application form for the units or derivatives of units;

(b)

(c)

there is an omission to state a new circumstance that —

(i)

has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii)

would have been required by section 282F to be included in the prospectus, or required by section 282G to be included in the profile statement, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,the persons referred to in subsection (3) shall be liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the prospectus or the profile statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission.(2) For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person makes the statement without having reasonable grounds for making the statement.(3) The persons liable are —

(a)

the person making the offer;

(b)

where the person making the offer is an entity —

(i)

each director or equivalent person of the entity; and

(ii)

if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or equivalent person of the entity;

(c)

(i)

the issuer;

(ii)

each director or equivalent person of the issuer; and

(iii)

each person who is, and who has consented to be, named in the prospectus or the profile statement as a proposed director or equivalent person of the issuer;

(d)

an issue manager to the offer of the units or derivatives of units in the business trust who is, and who has consented to be, named in the prospectus or the profile statement;

(e)

(f)

a person named in the prospectus or the profile statement with his consent as having made a statement —

(i)

that is included in the prospectus or the profile statement; or

(ii)

on which a statement made in the prospectus or the profile statement is based,but only in respect of the inclusion of that statement; and

(g)

any other person who made the false or misleading statement or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance.(4) A person who acquires units or derivatives of units in a business trust as a result of an offer that was made in or accompanied by a profile statement is taken to have acquired the units or derivatives of units in reliance on both the profile statement and the prospectus for the offer.(5) For the purposes of this section, any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.(6) No action under subsection (1) shall be commenced after the expiration of 6 years from the date on which the cause of action arose.(7) This section shall not affect any liability that a person has under any other law.Defences282P.—

(1)

A person referred to in section 282N(4)(a), (b) or (c) is not liable under section 282N(1), and a person referred to in section 282O(3) is not liable under section 282O(1), only because of a false or misleading statement in a prospectus or a profile statement if the person proves that he —

(a)

made all inquiries (if any) that were reasonable in the circumstances; and

(b)

after doing so, believed on reasonable grounds that the statement was not false or misleading.(2) A person referred to in section 282N(4)(a), (b) or (c) is not liable under section 282N(1), and a person referred to in section or 282O(3) is not liable under section 282O(1), only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that he —

(a)

made all inquiries (if any) that were reasonable in the circumstances; and

(b)

after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter.(3) A person is not liable under section 282N(1) or 282O(1) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that he placed reasonable reliance on information given to him by —

(a)

if the person is an entity, someone other than —

(i)

a director or equivalent person; or

(ii)

an employee or agent,of the entity; or

(b)

if the person is an individual, someone other than an employee or agent of the individual.(4) For the purposes of subsection (3), a person is not the agent of an entity or individual merely because he performs a particular professional or advisory function for the entity or individual.(5) A person who is named in a prospectus or a profile statement as —

(a)

a proposed director or equivalent person of the issuer, or an issue manager or underwriter;

(b)

having made a statement included in the prospectus or the profile statement; or

(c)

having made a statement on the basis of which a statement is included in the prospectus or the profile statement,is not liable under section 282N(1) or 282O(1) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that he publicly withdrew his consent to being named in the prospectus or the profile statement in that way.(6) A person is not liable under section 282N(1) or 282O(1) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that he was not aware of the matter.(7) For the purposes of this section, any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise.Document containing offer of units or derivatives of units for sale deemed prospectus282Q.—

(1)

Subsection (2) applies where —

(a)

an entity allots or agrees to allot to any person any units or derivatives of units in a business trust with a view to all or any of them being subsequently offered for sale to another person; and

(b)

such offer (referred to in this section as a subsequent offer) does not qualify for an exemption under Subdivision (3) of this Division (other than section 282ZC).(2) Any document by which the subsequent offer is made shall for all purposes be deemed to be a prospectus issued by the entity, and the entity shall for all purposes be deemed to be the person making the offer, and all written laws and rules of law as to the contents of prospectuses and to liability in respect of statements and non-disclosure in prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if —

(a)

an offer of units or derivatives of units in the business trust has been made; and

(b)

persons accepting the subsequent offer in respect of any units or derivatives of units in the business trust were subscribers therefor,but without prejudice to the liability, if any, of the persons making the subsequent offer, in respect of statements or non-disclosures in the document or otherwise.(3) For the purposes of this Act, it shall, unless the contrary is proved, be sufficient evidence that an allotment of, or an agreement to allot, units or derivatives of units in a business trust was made with a view to the units or derivatives of units being subsequently offered for sale if it is shown —

(a)

that an offer of the units or derivatives of units or of any of them for sale was made within 6 months after the allotment or agreement to allot; or

(b)

that at the date when the offer was made the whole consideration to be received by the entity in respect of the units or derivatives of units had not been so received.(4) The requirements of this Division as to prospectuses shall have effect as though the persons making the subsequent offer were persons named in the prospectus as directors or equivalent persons of the entity.(5) In addition to complying with the other requirements of this Division, the document making the subsequent offer shall state —

(a)

the net amount of the consideration received or to be received by the entity in respect of the units or derivatives of units in the business trust being offered; and

(b)

the place and time at which a copy of the contract under which the units or derivatives of units in the business trust have been or are to be allotted may be inspected.Application and moneys to be held in trust in separate bank account until allotment282R.—

(1)

All application and other moneys paid prior to allotment by any applicant on account of units or derivatives of units in a business trust offered to him shall, until the allotment of the units or derivatives of units in the business trust, be held by the person making the offer of the units or derivatives of units upon trust for the applicant in a separate bank account, being a bank account that is established and kept by the person solely for the purpose of depositing the application and other moneys that are paid by applicants for those units or derivatives of units.(2) There shall be no obligation or duty on any bank with which any such moneys have been deposited to enquire into or see to the proper application of those moneys, so long as the bank acts in good faith.(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both 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.Allotment of units or derivatives of units where prospectus indicates application to list on securities exchange282S.—

(1)

Where a prospectus states or implies that application has been or will be made for permission for the units or derivatives of units in a business trust offered thereby to be listed for quotation on any securities exchange, and —

(a)

the permission is not applied for in the form required by the securities exchange within 3 days from the date of the issue of the prospectus; or

(b)

the permission is not granted before the expiration of 6 weeks from the date of the issue of the prospectus or such longer period not exceeding 12 weeks from the date of the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the securities exchange,then —

(i)

any allotment whenever made of units or derivatives of units made on an application in pursuance of the prospectus shall, subject to subsection (3), be void; and

(ii)

any person who continues to allot such units or derivatives of units after the period specified in paragraph (a) or (b), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(2) Where, the permission has not been applied for, or has not been granted as mentioned under subsection (1), the person making the offer shall, subject to subsection (3), immediately repay without interest all moneys received from applicants in pursuance of the prospectus, and if any such moneys is not repaid within 14 days after the person making the offer so becomes liable to repay them, then —

(a)

he shall be liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days; and

(b)

where the person making the offer is an entity, in addition to the liability of the entity, the directors or equivalent persons of the entity shall be jointly and severally liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days.(3) Where in relation to any units or derivatives of units in a business trust —

(a)

permission is not applied for as specified in subsection (1)(a); or

(b)

permission is not granted as specified in subsection (1)(b),the Authority may, on the application of the issuer made before any of the units or derivatives of units is purported to be allotted, exempt the allotment of the units or derivatives of units from the provisions of this section, and the Authority shall give notice of such exemption in the Gazette.(4) A director or equivalent person shall not be liable under subsection (2) if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.(5) Any condition requiring or binding any applicant for units or derivatives of units in a business trust to waive compliance with any requirement of this section or purporting to do so shall be void.(6) Without limiting the application of any of its provisions, this section shall have effect —

(a)

in relation to any units or derivatives of units in a business trust agreed to be taken by a person underwriting an offer thereof contained in a prospectus as if he had applied therefor in pursuance of the prospectus; and

(b)

in relation to a prospectus offering units or derivatives of units in a business trust for sale as if a reference to sale were substituted for a reference to allotment.(7) All moneys received from applicants in pursuance of the prospectus shall be kept in a separate bank account so long as the person making the offer may become liable to repay it under subsection (2).(8) Any person who contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both 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) Where the securities exchange has within the time specified in subsection (1)(b) granted permission subject to compliance with any requirements specified by the securities exchange, permission shall be deemed to have been granted by the securities exchange if the directors or equivalent persons of the issuer have given to the securities exchange an undertaking in writing to comply with the requirements of the securities exchange.(10) If any such undertaking referred to in subsection (9) is not complied with, each director or equivalent person who is in default 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.(11) A person shall not issue a prospectus inviting persons to subscribe for units or derivatives of units in a business trust if it includes —

(a)

a false or misleading statement that permission has been granted for those units or derivatives of units to be listed for quotation on, dealt in or quoted on any securities exchange; or

(b)

any statement in any way referring to any such permission or to any application or intended application for any such permission, or to listing for quotation, dealing in or quoting the units or derivatives of units, on any securities exchange, or to any requirement of a securities exchange, unless —

(i)

that statement is or is to the effect that permission has been granted, or that application has been or will be made to the securities exchange within 3 days from the date of the issue of the prospectus; or (ii)that statement has been approved by the Authority for inclusion in the prospectus.(12) Any person who contravenes subsection (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both 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.(13) Where a prospectus contains a statement to the effect that the trust deed of a business trust or the memorandum and articles or other constituent document or documents of the issuer comply, or have been drawn so as to comply, with the requirements of any securities exchange, the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that application has been, or will be, made for permission for the units or derivatives of units in the business trust to which the prospectus relates to be listed for quotation on the securities exchange.Prohibition of allotment unless minimum subscription received282T.—

(1)

No allotment shall be made of any units or derivatives of units in a business trust unless —

(a)

the minimum subscription has been subscribed; and (b)the sum payable on application for the units or derivatives of units so subscribed has been received by the trustee-manager of the business trust,but if a cheque for the sum payable has been received by the trustee-manager, the sum shall be deemed not to have been received by the trustee-manager until the cheque is paid by the bank on which it is drawn.(2) The minimum subscription shall —

(a)

be calculated based on the price at which each unit or derivative of a unit is offered or will be offered; and

(b)

be reckoned exclusively of any amount payable otherwise than in cash.(3) The amount payable on application for each unit or derivative of a unit offered shall not be less than 5% of the price at which the unit or derivative of a unit is or will be offered.(4) If the conditions referred to in subsection (1)(a) and (b) have not been satisfied on the expiration of 4 months after the first issue of the prospectus, all moneys received from applicants for units or derivatives of units in the business trust shall be immediately repaid to them without interest.(5) If any money referred to in subsection (4) is not repaid within 5 months after the issue of the prospectus, the directors of the trustee-manager of the business trust shall be jointly and severally liable to repay that money with interest at the rate of 10% per annum from the expiration of the period of 5 months; but a director shall not be so liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.(6) An allotment made by the trustee-manager of a business trust of any units or derivatives of units in the business trust to an applicant in contravention of this section shall be voidable at the option of the applicant, whose option may be exercised by written notice served on the trustee-manager of the business trust within one month after the date of the allotment and not later, and the allotment shall be so voidable notwithstanding that the business trust is in the course of being wound up.(7) The trustee-manager of a business trust which contravenes any of the provisions of this section, and every director of a trustee-manager who knowingly contravenes or permits or authorises the contravention of any of the provisions of this section, shall be guilty of an offence and shall be liable in addition to the penalty or punishment for the offence to pay into the trust property of the business trust and compensate the allottee respectively for any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) or the allottee has sustained or incurred thereby.(8) No proceedings for the recovery of any compensation under subsection (7) shall be commenced after the expiration of 2 years from the date of the allotment.(9) Any condition requiring or binding any applicant for units or derivatives of units in a business trust to waive compliance with any requirement of this section shall be void.Subdivision (3) — ExemptionsIssue or transfer of units or derivatives of units for no consideration282U.—

(1)

Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of units in a business trust if no consideration is or will be given for the issue or transfer of the units.(2) Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of derivatives of units in a business trust if —

(a)

no consideration is or will be given for the issue or transfer of the derivatives of units; and

(b)

no consideration is or will be given for the units in the business trust on the exercise or conversion of the derivatives of units.Small offers282V.—

(1)

Subdivision (2) of this Division (other than section 282Q) shall not apply to personal offers of units or derivatives of units in a business trust by a person if —

(a)

the total amount raised by the person from such offers within any period of 12 months does not exceed —

(i)

$5 million (or its equivalent in a foreign currency); or

(ii)

such other amount as may be prescribed by the Authority in substitution for the amount specified in sub-paragraph (i);

(b)

in respect of each offer, the person making the offer —

(i)

gives the person to whom he makes the offer —

(A)

in the case where the business trust is not registered under the Business Trusts Act 2004 (Act 30 of 2004), the following statement in writing: “This offer is made in reliance on the exemption under section 282V(1) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act 2004.”; and

(B)

in the case where the business trust is registered under the Business Trusts Act 2004, the following statement in writing: “This offer is made in reliance on the exemption under section 282V(1) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore.”; and

(ii)

gives the person to whom he makes the offer a notification in writing that the units or derivatives of units to which the offer (referred to in this sub-paragraph as the initial offer) relates being offered shall not be subsequently sold to any person, unless the offer resulting in such subsequent sale is made —

(A)

in compliance with Subdivision (2) of this Division;

(B)

in reliance on subsection (8)(c) or any other exemption under any provision of this Subdivision (other than this subsection); or

(C)

where at least 6 months have elapsed from the date the units or derivatives of units were acquired under the initial offer, in reliance on the exemption under this subsection;

(c)

none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and

(d)

no selling or promotional expenses are paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by —

(i)

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

(ii)

an exempt person in respect of dealing in securities; or

(iii)

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.(2) For the purposes of subsection (1)(b), where any notice, circular, material, publication or other document is issued in connection with the offer, the person making the offer is deemed to have given the statement and notification to the person to whom he makes the offer in accordance with that provision if such statement or notification is contained in the first page of that notice, circular, material, publication or document.(3) For the purposes of subsection (1), a personal offer of units or derivatives of units in a business trust is one that —

(a)

may be accepted only by the person to whom it is made; and

(b)

is made to a person who is likely to be interested in that offer, having regard to —

(i)

any previous contact before the date of the offer between the person making the offer and that person;

(ii)

any previous professional or other connection established before that date between the person making the offer and that person; or

(iii)

any previous indication (whether through statements made or actions carried out) before that date by that person that indicate to —

(A)

the person making the offer;

(B)

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

(C)

an exempt person in respect of dealing in securities;

(D)

a person licensed under the Financial Advisers Act (Cap. 110) in respect of the provision of financial advisory services concerning investment products;

(E)

an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act; or

(F)

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 the provision of financial advisory services concerning investment products, or who is exempted therefrom in respect of such dealing or the provision of such services,that he is interested in offers of that kind.(4) In determining the amount raised by an offer, the following shall be included:

(a)

the amount payable for the units or derivatives of units in a business trust at the time they are allotted, issued or sold;

(b)

if the units or derivatives of units in a business trust are issued partly-paid, any amount payable at a future time if a call is made;

(c)

if the units or derivatives of units in a business trust carry a right (by whatever name called) to be converted into other units or derivatives of units in the business trust or to acquire other units or derivatives of units in the business trust, any amount payable on the exercise of the right to convert them into, or to acquire, other units or derivatives of units.(5) In determining whether the amount raised by a person from offers within a period of 12 months exceeds the applicable amount specified in subsection (1)(a), each amount raised —

(a)

by that person from any offer of units or derivatives of units in a business trust issued by the same entity; or

(b)

by that person or another person from any offer of securities which is a closely related offer,if any, within that period in reliance on the exemption under subsection (1), section 272A(1) or section 302B(1) shall be included.(6) Whether an offer is a closely related offer under subsection (5) shall be determined by considering such factors as the Authority may prescribe.(7) For the purpose of this section, an offer of units or derivatives of units in a business trust made by a person acting as an agent of another person shall be treated as an offer made by that other person.(8) Where units or derivatives of units in a business trust acquired through an offer made in reliance on the exemption under subsection (1) (referred to in this subsection as an initial offer) are subsequently sold by the person who acquired the units or derivatives of units to another person, Subdivision (2) of this Division shall apply to the offer from the first-mentioned person to the second-mentioned person which resulted in that sale, unless —

(a)

such offer is made in reliance on an exemption under any provision of this Subdivision (other than this section);

(b)

such offer is made in reliance on an exemption under subsection (1) and at least 6 months have elapsed from the date the units or derivatives of units were acquired under the initial offer; or

(c)

such offer is one —

(i)

that may be accepted only by the person to whom it is made;

(ii)

that is made to a person who is likely to be interested in the offer having regard to —

(A)

any previous contact before the date of the offer between the person making the initial offer and that person;

(B)

any previous professional or other connection established before that date between the person making the initial offer and that person; or

(C)

any previous indication (whether through statements made or actions carried out) before that date by that person that indicate to —

(CA)the person making the initial offer;

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

(CC)

an exempt person in respect of dealing in securities;

(CD)

a person licensed under the Financial Advisers Act (Cap.110) in respect of the provision of financial advisory services concerning investment products;

(CE)an exempt financial adviser as defined in section 2(1) of the Financial Advisers Act; or

(CF)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 providing financial advisory services concerning investment products, or who is exempted therefrom in respect of such dealing or the provision of such services,that he is interested in offers of that kind;

(iii)

in respect of which the first-mentioned person has given the second-mentioned person —

(A)

the following statement in writing —

(AA)in the case where the business trust is not registered under the Business Trusts Act 2004 (Act 30 of 2004), in the following terms:“This offer is made in reliance on the exemption under section 282V(8)(c) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore and the business trust is not registered under the Business Trusts Act 2004.”; and

(AB)in the case where the business trust is registered under the Business Trusts Act 2004, in the following terms:“This offer is made in reliance on the exemption under section 282V(8)(c) of the Securities and Futures Act. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore.”; and

(B)

a notification in writing that the units or derivatives of units being offered shall not be subsequently sold to any person unless the offer resulting in such subsequent sale is made —

(BA)in compliance with Subdivision (2) of this Division;

(BB)in reliance on this subsection or any other exemption under any provision of this Subdivision (other than subsection (1)); or

(BC)where at least 6 months have elapsed from the date the units or derivatives of units were acquired under the initial offer, in reliance on the exemption under subsection (1);

(iv)

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

(v)

in respect of which 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 —

(A)

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

(B)

an exempt person in respect of dealing in securities; or

(C)

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.(9) Subsection (2) shall apply, with the necessary modifications, in relation to the statement and notification referred to in subsection (8)(c)(iii).(10) In subsection (1)(c) and (8)(c)(iv), “advertisement” means —

(a)

a written or printed communication;

(b)

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

(c)

a communication by means of a recorded telephone message,that is published in connection with an offer of units or derivatives of units in a business trust, but does not include —

(i)

a document —

(A)

purporting to describe the units or derivatives of units being offered, or the business and affairs of the person making the offer, the issuer, the trustee of the business trust or the business trust; and

(B)

purporting to have been prepared for delivery to and review by persons to whom the offer is made so as to assist them in making an investment decision in respect of the units or derivatives of units being offered;

(ii)

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

(iii)

a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the trustee of the business trust or any entity, a notice or report of a general meeting or proposed general meeting of the unitholders of the business trust, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting.(11) In subsection (10)(i)(A), the reference to the affairs of the person making the offer, the issuer, the trustee of the business trust or the business trust shall —

(a)

in the case where the person making the offer, the issuer or the trustee of the business trust is a corporation, be construed as including a reference to the matters referred to in section 2(2);

(b)

in the case where the person making the offer, the issuer or the trustee of the business trust is not a corporation, be construed as referring to such matters as may be prescribed by the Authority; and

(c)

in the case of the business trust, be construed as referring to such matters as may be prescribed by the Authority.Private placement282W.—

(1)

Subdivision (2) of this Division (other than section 282Q) shall not apply to offers of units or derivatives of units in a business trust that are made by a person if —

(a)

the offers are made to no more than 50 persons within any period of 12 months;

(b)

none of the offers is accompanied by an advertisement making an offer or calling attention to the offer or intended offer; and

(c)

(i)

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

(ii)

an exempt person in respect of dealing in securities; or

(iii)

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.(2) The Authority may prescribe such other number of persons in substitution for the number specified in subsection (1)(a).(3) In determining whether offers of units or derivatives of units in a business trust by a person are made to no more than the applicable number of persons specified in subsection (1)(a) within a period of 12 months, each person to whom —

(a)

an offer of units or derivatives of units issued by the same entity is made by the first-mentioned person; and

(b)

an offer of securities is made by the first-mentioned person or another person where such offer is a closely related offer,if any, within that period in reliance on the exemption under this section, section 272B(1) or section 302C(1) shall be included.(4) Whether an offer is a closely related offer under subsection (3) shall be determined by considering such factors as the Authority may prescribe.(5) For the purposes of subsection (1) —

(a)

an offer of units or derivatives of units in a business trust to an entity or to a trustee shall be treated as an offer to a single person, provided that the entity or trust is not formed primarily for the purpose of acquiring the units or derivatives of units which are the subject of the offer;

(b)

an offer of units or derivatives of units in a business trust to an entity or to a trustee shall be treated as an offer to the equity owners, partners or members of that entity, or to the beneficiaries of the trust, as the case may be, if the entity or trust is formed primarily for the purpose of acquiring the units or derivatives of units which are the subject of the offer;

(c)

an offer of units or derivatives of units in a business trust to 2 or more persons who will own the units or derivatives of units acquired as joint owners shall be treated as an offer to a single person;

(d)

an offer of units or derivatives of units in a business trust to a person acting on behalf of another person (whether as an agent or otherwise) shall be treated as an offer made to that other person;

(e)

offers of units or derivatives of units in a business trust made by a person as an agent of another person shall be treated as offers made by that other person;

(f)

where an offer is made to a person with a view to another person acquiring an interest in those units or derivatives of units in a business trust by virtue of section 4, only the second-mentioned person shall be counted for the purposes of determining whether offers of the units or derivatives of units are made to no more than the applicable number of persons specified in subsection (1)(a); and

(g)

where —

(i)

an offer of units or derivatives of units in a business trust is made to a person in reliance on the exemption under subsection (1) with a view to those units or derivatives of units being subsequently offered for sale to another person; and

(ii)

that subsequent offer —

(A)

is not made in reliance on an exemption under any provision of this Subdivision; or

(B)

is made in reliance on an exemption under subsection (1) or section 282ZC,both persons shall be included for the purposes of determining whether offers of the units or derivatives of units are made to no more than the applicable number of persons specified in subsection (1)(a).(6) In subsection (1)(b), “advertisement” has the same meaning as in section 282V(10).Offer made under certain circumstances282X.—

(1)

Subdivision (2) of this Division (other than subsection (1)(a) of sections 282C and 282Q) shall not apply to an offer of units or derivatives of units in a business trust if —

(a)

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

(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 a corporation or some or all of the shares of a particular class in a corporation —

(i)

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

(ii)

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 were applicable to it;

(c)

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

(i)

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

(ii)

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 were applicable to it;

(d)

it is an offer of units in a business trust that have been previously issued and are listed for quotation or quoted on a securities exchange;

(e)

it is an offer of derivatives of units in a business trust where —

(i)

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

(ii)

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

(f)

it is an offer of units in a business trust made to any existing unitholder of the business trust or any holder of debentures of the trustee-manager issued in its capacity as trustee-manager of the business trust whose units are listed for quotation on a securities exchange; or

(g)

it is an offer of derivatives of units in a business trust made to any existing unitholder of the business trust or any holder of debentures of the trustee-manager issued in its capacity as trustee-manager of the business trust whose units are listed for quotation on a securities exchange, where such derivatives of units may only be exercised or converted by any existing unitholder or holder of debentures into units of the business trust.(2) An offer of units or derivatives of units in a business trust does not come within Subsection (1)(d) or (e) if —

(a)

the units or derivatives of units being offered are borrowed by the issuer from an existing unitholder or holder of derivatives of units, solely for the purpose of facilitating the offer of units or derivatives of units by the issuer; and

(b)

such borrowing is made under an agreement or arrangement between the issuer and the unitholder or holder which promises the issue or allotment of units or derivatives of units by the issuer to the unitholder or holder at the same time or shortly after the offer.(3) Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of units or derivatives of units in a business trust if —

(a)

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 —

(i)

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

(ii)

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;

(b)

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

(i)

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

(ii)

an unlisted 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;

(c)

it is made (whether or not in relation to units or derivatives of units in a business trust that have been previously issued) by the trustee of the business trust to a qualifying person, where the units or derivatives of units are to be held by or for the benefit of the qualifying person and are the units or derivatives of units of the business trust or the securities of any of its related parties;

(d)

it is an offer to enter into an underwriting agreement relating to units or derivatives of units in a business trust; or

(e)

it is an offer of units or derivatives of units in a business trust —

(i)

being a business trust which is registered in Singapore or otherwise, whose units or derivatives of units are not listed for quotation on a securities exchange; or

(ii)

being a business trust which is not registered in Singapore, whose units or derivatives of units are listed for quotation on a securities exchange and such listing is not a primary listing,that is made to existing unitholders of the business trust or holders of debentures of the trustee issued in its capacity as trustee of the business trust (whether or not it is renounceable in favour of persons other than existing unitholders or holders of debentures).(4) An offer of units or derivatives of units in a business trust comes within subsection (3)(c) 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 —

(a)

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

(b)

an exempt person in respect of dealing in securities; or

(c)

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 dealings.(5) For the purposes of subsection (3)(c), a person is a qualifying person in relation to a business trust if he is a bona fide director or equivalent person, former director or equivalent person, consultant, adviser, employee or former employee of the trustee of the business trust or a related corporation of that trustee (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.(6) Where, on the application of any person interested, the Authority declares that circumstances exist whereby —

(a)

the cost of providing a prospectus for an offer of units or derivatives of units in a business trust outweighs the resulting protection to investors; or

(b)

it would not be prejudicial to the public interest if a prospectus were dispensed with for an offer of units or derivatives of units in a business trust,then Subdivision (2) of this Division (other than section 282Q) shall not apply to such offer for a period of 6 months from the date of the declaration.(7) The Authority may, on making a declaration under subsection (6), impose such conditions or restrictions on the offer as the Authority may determine.(8) A declaration made under subsection (6) shall be final.(9) Any person who contravenes any of the conditions or restrictions specified in the declaration made under subsection (6) 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.(10) In subsection (1)(b) and (c), “corporation” means a corporation that is not a company.(11) In subsection (3)(a) and (b), “unlisted corporation” means a corporation —

(a)

that is not a company; and

(b)

the shares or debentures, or units of shares or debentures of which are not listed for quotation on any securities exchange.Offer made to institutional investors282Y. Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of units or derivatives of units in a business trust, whether or not they have been previously issued, made to an institutional investor.Offer made to accredited investors and certain other persons282Z.—

(1)

Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of units or derivatives of units in a business trust, whether or not they have been previously issued, where the offer is made to a relevant person, if —

(a)

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

(b)

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 —

(i)

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

(ii)

an exempt person in respect of dealing in securities; or

(iii)

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.(2) Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of units or derivatives of units in a business trust to a person who acquires the units or derivatives of units as principal, whether or not the units or derivatives of units have been previously issued, if —

(a)

the offer is on terms that the units or derivatives of 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;

(b)

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

(c)

(i)

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

(ii)

an exempt person in respect of dealing in securities; or

(iii)

(a)

a written or printed communication; (b)a communication by radio, television or other medium of communication; or

(c)

a communication by means of a recorded telephone message,that is published in connection with an offer in respect of units or derivatives of units in a business trust, but does not include —

(i)

an information memorandum;

(ii)

(iii)

(a)

purporting to describe —

(i)

the units or derivatives of units in the business trust being offered; or

(ii)

the business and affairs of any one or more of the following —

(A)

the issuer;

(B)

the person making the offer;

(C)

the business trust;

(D)

the trustee of the business trust;

(b)

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 or derivatives of units in the business trust being offered;“relevant person” means —

(a)

an accredited investor;

(b)

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;

(c)

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;

(d)

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

(e)

a spouse, parent, brother, sister, son or daughter of the person making the offer (such person being an individual).(4) In the definition of “information memorandum” in subsection (3), the reference to the affairs of the issuer, the person making the offer, the trustee of the business trust or the business trust shall —

(a)

in the case where the issuer, the person making the offer or the trustee of the business trust is a corporation, be construed as including a reference to the matters referred to in section 2(2);

(b)

in the case where the issuer, the person making the offer or the trustee of the business trust is not a corporation, be construed to refer to such matters as may be prescribed by the Authority; and

(c)

in the case of a business trust, be construed as referring to such matters as may be prescribed by the Authority.(5) Notwithstanding any requirement in 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 or derivatives of units in a business trust under section 282Y or this section for his own account shall be considered an exempt person even though he does not comply with that requirement.(6) The Authority may, by order published in the Gazette, specify an amount in substitution of any amount specified in subsection (2)(a).Offer of securities acquired pursuant to section 282Y or 282Z282ZA.—

(1)

Notwithstanding sections 282V, 282W, 282X(1)(d), 1(e) and (3)(c) and 282ZB, where units or derivatives of units in a business trust initially acquired pursuant to an offer made in reliance on an exemption under section 282Y or 282Z are sold within the period of 6 months from the date of the initial acquisition to any person other than —

(a)

an institutional investor;

(b)

a relevant person as defined in section 282Z(3); or

(c)

any person pursuant to an offer referred to in section 282Z(2),then Subdivision (2) of this Division shall apply to the offer resulting in that sale.(2) Where units or derivatives of units in a business trust initially acquired pursuant to an offer made in reliance on an exemption under section 282Y or 282Z are sold to —

(a)

an institutional investor;

(b)

a relevant person as defined in section 282Z(3); or

(c)

any person pursuant to an offer referred to in section 282Z(2),Subdivision (2) of this Division shall not apply to the offer resulting in that sale.(3) Securities of a corporation (other than a corporation that is an accredited investor) —

(a)

the sole business of which is to hold investments; and

(b)

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 or derivatives of units in a business trust pursuant to an offer made in reliance on an exemption under section 282Z unless —

(i)

that transfer —

(A)

is made only to institutional investors or relevant persons as defined in section 282Z(3); or

(B)

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

(ii)

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

(iii)

the transfer is by operation of law.(4) Where —

(a)

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 or derivatives of units in a business trust are acquired for the trust pursuant to an offer made in reliance on an exemption under section 282Z unless —

(i)

that transfer —

(A)

is made only to institutional investors or relevant persons as defined in section 282Z(3); or

(B)

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;

(ii)

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

(iii)

the transfer is by operation of law.(5) For the avoidance of doubt, the reference to beneficiaries in subsection (4) shall include a reference to unitholders of a business trust and participants of a collective investment scheme.(6) For the avoidance of doubt, where any units or derivatives of units in a business trust are acquired pursuant to an offer made in reliance on an exemption under section 282Y or 282Z, an offer to sell those units or derivatives of units may be made in reliance on an exemption under section 282X(1)(d) or (e) after 6 months have elapsed from the date of the first-mentioned offer.Offer made using offer information statement282ZB.—

(1)

Subject to subsection (2), Subdivision (2) of this Division (other than subsection (1)(a) of section 282C and section 282Q) shall not apply to an offer of units or derivatives of units in a business trust (not being such securities as may be prescribed by the Authority) issued by a trustee-manager acting in its capacity as trustee-manager of the business trust where units of the business trust which have been previously issued are listed for quotation on a securities exchange, whether by means of a rights issue or otherwise, if —

(a)

in the case where derivatives of units in a business trust are being issued by the trustee-manager in its capacity as trustee-manager of the business trust, the units are those of that business trust;

(b)

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

(c)

the offer is made in or accompanied by the offer information statement referred to in paragraph (b).(2) Subsection (1) shall apply to an offer of units or derivatives of units in a business trust referred to 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 282I, 282J, 282N, 282O and 282P 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)

a reference in section 282I or 282J to the registration of the prospectus shall be read as a reference to the lodgment of the offer information statement; and

(b)

a reference in section 282N or 282O to any information or new circumstance required to be included in a prospectus under section 282F shall be read as a reference to any information prescribed under subsection (1)(b).(6) Where the written consent of an expert is required to be given under section 282I (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 282J (as applied in relation to that 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 means282ZC.—

(1)

Subject to subsection (3) and such requirements as may be prescribed by the Authority, a person making an offer of units or derivatives of units in a business trust using —

(a)

any automated teller machine; or

(b)

such other electronic means as may be prescribed by the Authority,is exempted from the requirement under section 282C(1)(b)(i) that the offer be made in or accompanied by a prospectus in respect of the offer or, where applicable, the requirement under section 282C(4) 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 282C(1)(b)(i) or, where applicable, a profile statement which complies with all other requirements of section 282C(4) must still be prepared and issued in respect of the 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 —

(a)

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

(b)

that he should read the prospectus or, where applicable, profile statement before submitting his application,before enabling him to submit any application to subscribe for or purchase units or derivatives of units in a business trust.Revocation of exemption282ZD.—

(1)

Where the Authority considers that a person is contravening, or is likely to contravene, or has contravened any condition or restriction imposed under section 282X(7), or that it is necessary in the public interest or for the protection of investors, it may revoke any exemption under this Subdivision, subject to such conditions as it thinks fit.(2) The Authority may revoke an exemption under subsection (1) without giving the person affected by the revocation an opportunity to be heard, but the person may, within 14 days of the revocation, apply to the Authority for the revocation to be reviewed by the Authority, and the revocation shall remain in effect unless it is withdrawn by the Authority.(3) A revocation made under this section shall be final and conclusive and there shall be no appeal therefrom.Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act282ZE. For the avoidance of doubt, it is hereby declared that in relation to any transaction carried out under an exempted offer under this Part, nothing in this Part shall limit or diminish any liability which any person may incur in respect of any relevant offence under Division 2 of Part XII of the Companies Act (Cap. 50) or Part XII of this Act or any penalty, award of compensation or punishment in respect of any such offence.Subdivision (4) — DebenturesApplicability of provisions relating to prospectus requirements282ZF. Division 1 of this Part shall apply, subject to such modifications and adaptations as may be prescribed, to an offer to subscribe for or purchase debentures or units of debentures (within the meaning of section 239(1)) issued by a trustee of a trust on behalf of the trust and have effect accordingly.”.

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