Clause 141

by deleting subsection (1) and substituting the following subsections:“(1) A person must not make an allotment of any securities or securities‑based derivatives contracts of a company or business trust unless —

the minimum subscription has been subscribed; and

the sum payable on application for the securities or securities‑based derivatives contracts so subscribed has been received by the company or the trustee‑manager (as the case may be).(1A) Despite subsection (1), if a cheque for the sum payable mentioned in subsection (1) has been received by the company or the trustee‑manager of the business trust (as the case may be), the sum is treated as not having been received by the company or the trustee‑manager (as the case may be) until the cheque is paid by the bank on which the cheque is drawn.”;

by deleting the words “or each unit of share or debenture,” in subsection (2)(a) and substituting the words “each unit of share or debenture, or each unit or derivative of a unit in a business trust,”;

by deleting subsection (3) and substituting the following subsection:“(3) The amount payable on application on each share or debenture, or each unit of share or debenture, or each unit or derivative of a unit in a business trust, offered must not be less than 5% of the price at which the share or debenture, or unit of share or debenture, or unit or derivative of a unit in a business trust, is or will be offered.”;

by inserting, immediately after the word “securities” in subsections (4) and (9), the words “or securities‑based derivatives contracts”; and

by deleting subsections (5), (6) and (7) and substituting the following subsections:“(5) If any money mentioned in subsection (4) is not repaid within 5 months after the issue of the prospectus, the directors of the company or the directors of the trustee‑manager of the business trust (as the case may be) are 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.(6) A director is not liable under subsection (5) if the director proves that the default in the repayment of the money was not due to any misconduct or negligence on the part of the director.(7) An allotment made by a company or a trustee‑manager of a business trust to an applicant in contravention of this section is voidable at the option of the applicant, which option may be exercised by written notice served —

if the allotment is made by a company, on the company —

within one month after the holding of the statutory meeting of the company; or

where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment; or

if the allotment is made by a trustee‑manager of a business trust, on the trustee‑manager of the business trust within one month after the date of the allotment.(7A) The allotment mentioned in subsection (7) is voidable even if the company or business trust is in the course of being wound up.(7B) A trustee-manager of a business trust which contravenes 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 any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) has sustained or incurred as a consequence of such contravention; and

to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.(7C) Every director of a trustee-manager of a business trust 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 any loss, damages or costs which the business trust (represented by any diminishment in value to the trust property of the business trust) has sustained or incurred as a consequence of such contravention; and

to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.(7D) Every director of a company 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 compensate the company for any loss, damages or costs which the company has sustained or incurred as a consequence of such contravention; and

to compensate the allottee for any loss, damages or costs which the allottee has sustained or incurred as a consequence of such contravention.”.