Clause 149

by inserting, immediately after the words “offer of securities” in subsection (1), the words “or securities‑based derivatives contracts”;

by deleting sub-paragraphs (i), (ii) and (iii) of subsection (1)(b) and substituting the following sub‑paragraphs:“(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;

an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;

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 capital markets products that are securities or securities‑based derivatives contracts; or

a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and”;

by deleting the words “to a person who acquires the securities as principal, whether or not the securities” in subsection (1A) and substituting the words “or securities‑based derivatives contracts to a person who acquires the securities or securities‑based derivatives contracts as principal, whether or not the securities or securities‑based derivatives contracts”;

by inserting, immediately after the words “that the securities” in subsection (1A)(a), the words “or securities‑based derivatives contracts”;

by inserting, immediately after the words “exchange of securities” in subsection (1A)(a), the words “, securities‑based derivatives contracts”;

by deleting sub-paragraphs (i), (ii) and (iii) of subsection (1A)(c) and substituting the following sub‑paragraphs:“(i)the holder of a capital markets services licence to deal in capital markets products that are securities or securities‑based derivatives contracts;

an exempt person in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;

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 capital markets products that are securities or securities‑based derivatives contracts; or

a person who is exempt from the laws, codes or requirements mentioned in sub‑paragraph (iii) in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts; and”;

by deleting the definitions of “advertisement” and “information memorandum” in subsection (2) and substituting the following definitions:“ “advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,that is published in connection with an offer in respect of securities or securities‑based derivatives contracts, but does not include —

an information memorandum;

a publication which consists solely of a disclosure, notice or report required under this Act, or any listing rules or other requirements of an approved exchange or overseas exchange, which is made by any person; or

a publication which consists solely of a notice or report of a general meeting or proposed general meeting of the unitholders of the business trust, the person making the offer, the issuer, the underlying entity or any entity, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting;“information memorandum” means a document —

purporting to describe —

the securities or securities‑based derivatives contracts being offered; or

the business and affairs of the person making the offer, the issuer or (where applicable) the underlying entity, or (where the securities or securities‑based derivatives contracts being offered are units or derivatives of units in a business trust) the trustee‑manager of the business trust or the business trust; and

purporting to have been prepared for delivery to, and review by, relevant persons and persons to whom an offer mentioned in subsection (1A) is to be made, so as to assist them in making an investment decision in respect of the securities or securities‑based derivatives contracts being offered;”; and

by deleting subsections (2A) and (3) and substituting the following subsections:“(2A) In the definition of “information memorandum” in subsection (2), the reference to the affairs of the person making the offer, the issuer, the underlying entity, the trustee‑manager of the business trust or the business trust includes —

where the person making the offer, the issuer, the underlying entity or the trustee‑manager is a corporation, a reference to the matters mentioned in section 2(2); and

in any other case, a reference to such matters as may be prescribed by regulations made under section 341.(3) Despite any condition in section 99 or any regulation made for the purposes of that section that a person has to deal in capital markets products that are securities or securities‑based derivatives contracts for the person’s own account with or through a person prescribed by the Authority so that the firstmentioned person can qualify as an exempt person, a person who acquires securities or securities‑based derivatives contracts under an offer made in reliance on an exemption under section 274 or subsection (1) or (1A) for the person’s own account is treated as an exempt person even though the person does not comply with that condition.”.