Clause 53

No person shall make an offer of any relevant securities, being an offer that is made in or accompanied by a prospectus or profile statement that complies with section 240, unless the prospectus or profile statement is accompanied by a product highlights sheet in respect of the offer —

that complies with such requirements as may be prescribed by the Authority by regulations made under section 341; and

a copy of which is lodged with the Authority.(2) No person shall publish or disseminate, whether in Singapore or elsewhere, any document relating to any offer or intended offer of any relevant securities, being an offer that is, or an intended offer that will be, made in or accompanied by a prospectus or profile statement that complies with section 240, if the document resembles or may otherwise be confused with a product highlights sheet, unless he is required to do so —

under any written law or rule of law, or by any court, in Singapore;

under the laws and practices of, or by any court in, any foreign jurisdiction; or

by any listing rules or other requirements of any securities exchange, futures exchange, overseas securities exchange or overseas futures exchange.(3) The Authority may, for public information, publish —

a product highlights sheet lodged with the Authority under this section; and

where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1).(4) Any person who contravenes subsection (1) or (2) 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) In this section —“asset-backed securities” has the same meaning as in section 262(3);“relevant securities” means —

asset-backed securities;

structured notes; or

such other securities as the Authority may prescribe by regulations made under section 341;“single purpose vehicle” means an entity that is established solely in order to, or a trust that is established solely in order for its trustee to, do either or both of the following:

act as counterparty to arrangements which involve the use of derivatives to create exposure to assets from which payments to holders of any structured notes are or will be primarily derived;

issue any structured notes;“specified financial institution” means —

any bank licensed under the Banking Act (Cap. 19); or

any entity that is, or that belongs to a class of entities that is, specified by the Authority, by notification published in the Gazette, to be an entity, or a class of entities, for the purposes of this definition;“structured notes” means any type of debentures or units of debentures —

which is issued —

in relation to —

a synthetic securitisation transaction; or

such other arrangement or transaction as may be prescribed by the Authority by regulations made under section 341; or

by a specified financial institution; and

for which —

the principal sum or any interest is, or both are, payable;

such other sum or sums as may be prescribed by the Authority, by regulations made under section 341, is or are payable;

one or more underlying assets, being securities, equity interests, commodities, currencies or such other assets as may be prescribed by the Authority by regulations made under section 341, are to be physically delivered; or

2 or more of sub-paragraphs (i), (ii) and (iii) apply,in accordance with a formula based on one or more of the following:

the performance of any type of securities, equity interest, commodity or index, or of a basket of 2 or more types of securities, equity interests, commodities or indices;

the credit risk or performance of any entity or a basket of entities;

the movement of interest rates or currency exchange rates;

such other variables as may be prescribed by the Authority by regulations made under section 341;“synthetic securitisation transaction” means an arrangement involving the use of derivatives to create or replicate exposure to assets that are not transferred to, or are not a part of an asset pool held by, a single purpose vehicle.”.