Clause 96

by deleting the words “or invitation” wherever they appear in subsection (1);

by deleting the words “to the public for subscription or purchase” in the 3rd and 4th lines of subsection (1);

by deleting the words “or complies with such requirements as may be prescribed” in the 13th line of subsection (1);

by deleting subsection (2) and substituting the following subsection:“(2) In determining whether a statement —

indirectly refers to an offer or intended offer; or

is reasonably likely to induce people to subscribe for or purchase units in a collective investment scheme,regard shall be had to whether the statement —

forms part of 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; and

is likely to encourage investment decisions to be made on the basis of the statement rather than on the basis of information contained in a prospectus or profile statement.”;

by inserting, immediately after subsection (2), the following subsections:“(2A) Notwithstanding subsection (3A), 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 305(5) and persons to whom an offer referred to in section 305(2) is to be made without contravening subsection (1), if —

the front page of the preliminary document contains —

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.”;

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

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 in the collective investment scheme to which the preliminary document relates;

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 units in the collective investment scheme to which the preliminary document relates, or the acceptance of such an offer by any person; and

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.(2B) Notwithstanding subsection (3A), a person does not contravene subsection (1) by presenting, before a prospectus or profile statement is registered by the Authority, 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 305(5) or persons to whom an offer referred to in section 305(2) is to be made; or

on matters contained in the prospectus or profile statement which has been lodged with the Authority, for the sole purpose of equipping any of the following persons with knowledge of the collective investment scheme to market the scheme under the Financial Advisers Act (Cap. 110):

a person licensed under that Act in respect of marketing of collective investment schemes;

an exempt financial adviser;

a person who holds a representative’s licence in respect of marketing of collective investment schemes under that Act;

a representative of an exempt financial adviser.(2C) In subsection (2B), “exempt financial adviser”, “representative” and “representative’s licence” have the same meanings as in section 2(1) of the Financial Advisers Act.”;

by inserting, immediately after the words “registered by the Authority” in subsection (3), the words “under section 296”;

by inserting, immediately after subsection (3), the following subsections:“(3A) 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 statement that identifies the person making the offer, the responsible person for the collective investment scheme and, where the collective investment scheme is not a corporation, the collective investment scheme;

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

a statement that anyone wishing to acquire the units in the collective investment scheme will need to make an application in the manner set out in the prospectus or profile statement;

a statement on how to obtain, or arrange to receive, a copy of the prospectus or profile statement; and

the investment focus of the collective investment scheme.(3B) To satisfy subsection (3A), 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 information referred to in paragraphs (d) and (e).(3C) After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene subsection (1) if it complies with such requirements as may be prescribed by the Authority.”;

by deleting paragraph (a) of subsection (4) and substituting the following paragraphs:“(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, provided that the disclosure, notice or report complies with such requirements as may be prescribed by the Authority;

by deleting the words “prepared in accordance with” in subsection (4)(b) and substituting the words “issued pursuant to this Act and”;

by inserting, immediately after paragraph (b) of subsection (4), the following paragraph:“(ba)consists solely of a statement made by the person making the offer or the responsible person that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority;”;

by deleting paragraphs (c) and (d) of subsection (4) and substituting the following paragraphs:“(c)is a news report, or a genuine comment, by a person other than a person referred to in paragraph (d)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio or television, or any other means of broadcasting or communication, relating to —

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

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

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

a report referred to in paragraph (b);

is a report about the units in the collective investment scheme which are the subject of the offer or intended offer, published by someone who is not —

the person making the offer, the responsible person for the scheme, its agent or distributor;

a director or an equivalent person of the person making the offer or the responsible person for the scheme;

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

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

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

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

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

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

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

is a publication made by the person making the offer or the responsible person for the scheme solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in —

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

an earlier publication published in the ordinary course of business of publishing a newspaper, periodical or magazine, or of broadcasting by radio, television or any other means of broadcasting or communication, referred to in subsection (5),provided that the first-mentioned publication does not contain any material information that is not included in the prospectus.”;

by deleting the words “, and, in the case of a corporation, every officer or other person who knowingly authorised or permitted the publication or dissemination,” in subsection (7) and substituting the words “or who knowingly authorised or permitted the publication or dissemination in contravention of subsection (1)”; and

by inserting, immediately after subsection (10), the following subsections:“(11) 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.(12) 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.”.