Clause 83

by inserting, immediately before the definition of “profile statement” in subsection (1), the following definitions:“ “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 —

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

any practice or pattern of behaviour of the 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;“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;“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 in a collective investment scheme to be issued or sold and which contains the information required to be included in a prospectus as may be prescribed under section 296(1)(a)(i), except for such information as may be prescribed by the Authority;”;

by deleting the words “other document inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, any” in the 2nd, 3rd and 4th lines of the definition of “prospectus” in subsection (1) and substituting the words “other document used to make an offer of”;

by deleting the words “, or which complies with such requirements as may be prescribed under section 300(1)” in paragraph (b) of the definition of “prospectus” in subsection (1);

by inserting, immediately after the definition of “prospectus” in subsection (1), the following definitions:“ “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 —

in relation to an entity —

a director or an equivalent person of the entity;

the chief executive officer or an equivalent person of the entity;

a person who controls the entity;

a related corporation;

any other entity controlled by it;

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

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

in relation to an individual —

his immediate family;

a trustee of any trust of which the individual or any member of the individual’s immediate family is —

a beneficiary; or

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

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 total votes attached to all voting shares;”;

by deleting the definition of “responsible person” in subsection (1); and

by deleting subsection (3) and substituting the following subsections:“(3) For the purposes of this Division, a person makes an offer of units in a collective investment scheme if, and only if, as principal —

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 by him or another person with whom he has made arrangements for that issue or sale; or

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 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.”.