Clause 89

by deleting the word “or” at the end of subsection (1)(b);

by deleting paragraph (c) of subsection (1) and substituting the following paragraphs:“(c)the person is the offeror or intended offeror and he makes the offer only to —

an institutional investor;

a relevant person as defined in section 305(5); or

a person who, if he acquires any right or interest in the arrangement, does so as principal and on terms that the right or interest is acquired at a consideration of not less than $100,000 (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,and the offeror or intended offeror —

informs every person to whom it makes the offer or intended offer that the offer or intended offer does not relate to a collective investment scheme which is authorised under section 286 or recognised under section 287; and

if the offer or intended offer is made to a person referred to in sub-paragraph (ii) or (iii), satisfies the conditions under subsection (1A); or

the Authority has given its consent in writing to that person to use that term or derivative, or that person belongs to a class of persons declared by the Authority by order published in the Gazette as persons who may use such term or derivative.”; and

by inserting, immediately after subsection (1), the following subsection:“(1A) The conditions referred to in subsection (1)(c)(B) are —

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

no selling or promotional expenses are paid or incurred in connection with the offer or intended offer, other than expenses incurred —

for administrative or professional services in respect of the offer or intended offer; or

by way of commission or fee for services rendered in respect of the offer or intended offer by —

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

an exempt person in respect of dealing in securities;

a person licensed under the Financial Advisers Act (Cap. 110) in respect of marketing of collective investment schemes;

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

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