Clause 151

by deleting subsection (1) and substituting the following subsection:“(1) Subject to subsection (1A), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts (not being such securities or securities‑based derivatives contracts as may be prescribed by regulations made under section 341) if the following conditions are satisfied:

where the securities or securities‑based derivatives contracts offered —

are units of shares or debentures, those units of shares or debentures are issued by an entity whose shares are listed for quotation on an approved exchange, whether by means of a rights issue or otherwise; and

are units or derivatives of units in a business trust, the units or derivatives of units in the business trust are issued by a trustee‑manager acting in its capacity as the trustee‑manager of the business trust, where units of the business trust which have been previously issued are listed for quotation on an approved exchange, whether by means of a rights issue or otherwise;

an offer information statement relating to the offer which complies with such requirements as to form and content as may be prescribed by regulations made under section 341 is lodged with the Authority;

either —

the offer is made in, or accompanied by, the offer information statement mentioned in paragraph (b); or

all the conditions in subsection (1B) are satisfied.”;

by inserting, immediately after the word “securities” wherever it appears in subsections (1A), (1B) and (7), the words “or securities‑based derivatives contracts”;

by inserting, immediately after subsection (1A), the following subsections:“(1AB) In relation to an offer of securities —

where the securities are issued, whether by means of a rights issue or otherwise, by a subsidiary (called in this section the subsidiary) of an entity whose shares are listed for quotation on an approved exchange (called in this section the listed entity); and

where the listed entity has guaranteed, or has agreed to guarantee, unconditionally and irrevocably, all payment obligations (whether in cash, in kind or otherwise) of the subsidiary arising from the securities,the Authority may, on the application of the subsidiary or the listed entity, declare by notice in writing to the applicant that the provision of an offer information statement in lieu of a prospectus relating to an offer of securities would not be prejudicial to investors of such securities.(1AC) Where the Authority makes a declaration mentioned in subsection (1AB) in relation to an offer of securities, Subdivisions (2) and (3) of this Division (other than section 257) do not apply to the offer of securities for a period of 6 months starting on the date of the declaration if all of the following conditions are satisfied:

the offer information statement relating to the offer of securities —

complies with such requirements as to form and content as may be prescribed by regulations made under section 341;

is signed by every director, or equivalent person, of the subsidiary and the listed entity; and

is lodged by the subsidiary or the listed entity, with the Authority;

either —

the offer of securities is made in, or accompanied by, the offer information statement mentioned in paragraph (a); or

all the conditions in subsection (1B) are satisfied.(1AD) The Authority may, on making a declaration under subsection (1AB), provide that the offer of securities may only be made subject to such conditions or restrictions as the Authority may impose.”;

by deleting the words “referred to in subsection (1)(c)(ii)” in subsection (1B) and substituting the words “mentioned in subsections (1)(c)(ii) and (1AC)(b)(ii)”;

by inserting, immediately after the words “subsection (1)” in subsection (3), the words “or (1AC)”;

by deleting the word “and” at the end of subsection (4)(a); and

by deleting the full-stop at the end of paragraph (b) of subsection (4) and substituting the word “; and”, and by inserting immediately thereafter the following paragraph:“(c)in relation to an offer information statement mentioned in subsection (1AC), a reference in section 253(4)(a), (b) or (c) or 254(3)(a), (b) or (c) to the person making the offer is to be read as a reference to the subsidiary and the listed entity.”.