Singapore legislation

Clause 69

of Companies (Amendment) Bill

Clause 69

Amendment of Fifth Schedule

The Fifth Schedule to the Companies Act is amended —

(a)

by inserting, immediately after the word “directors” at the end of paragraph 3 of Part I, the words “except in the case of the directors of an issuing corporation that is a prescribed corporation under subsection (5B) of section 74, only the city or locality of the residence of the directors need be given”;

(b)

by deleting the words “six months before the issue of the prospectus” at the end of paragraph 20(2) of Part II and substituting the words “nine months (or if the Registrar having regard to the circumstances of any particular case consents thereto in writing, twelve months) before the issue of the prospectus”; and

(c)

by inserting, immediately after Part IV, the following Part:“PART VSECTION 39BParticulars to be included in an abridged prospectus relating to a renounceable rights issue where an application is being made for the shares in or debentures of a corporation to be quoted on or dealt in on any Stock Exchange.1.The date of the prospectus.2.The following statements shall be made by the corporation: “THIS DOCUMENT IS IMPORTANT” (to be in bold or coloured print). “If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser immediately.” (to be in bold or coloured print). “Copies of this document, together with copies of the provisional allotment letter and excess share application form, have been lodged with and registered by the Registrar in Singapore who takes no responsibility for the contents of the documents.” “Approval in principle has been obtained from the Stock Exchange for this rights issue and to deal in and for quotation for all the new securities arising from this issue and such new securities will be admitted to the Official List of the Stock Exchange and official quotation will commence after all stock certificates have been issued.” “All the documentation relating to this issue has been seen and approved by the directors of the corporation and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief there are no other factors the omission of which would make any statement in these documents misleading.”.3.Name of the corporation and its country of incorporation.4.Particulars of the rights issue.5.Names of the underwriters to the issue.6.(a)The last day and time for splitting; (b)The last day and time for acceptance and payment; (c)The last day and time for renunciation and payment.Note: PARAGRAPHS 1 TO 6 MUST BE INCORPORATED IN THE FRONT PAGE OF THE ABRIDGED PROSPECTUS.7.The registered office of the corporation.8.The full name, address and occupation of all the directors.9.The names and addresses of the bankers, solicitors, auditors and registrars.10.Terms and conditions of the issue — where listing is sought for shares which will not be identical with shares already listed —

(a)

a statement of the rights as regards dividends, capital redemption and voting attached to such shares and as to the right of the corporation to create or issue further shares to rank in priority to or rank pari passu therewith; and (b)a summary of the consents necessary for the creation of such rights.11.Reasons and purpose of the issue — this should include a statement or an estimate of the net proceeds of the issue and a statement as to how the proceeds are intended to be applied.12.The profits, prospects and dividends of the group — there should be disclosed, subject to paragraph 29, the following: (a)a tabulation for each of the last five financial years in the following format:Year ended Profit before tax Profit after tax Exceptional items Gross earnings per share Gross rate of dividend (b)a statement as to the financial and trading prospects of the corporation or group, together with any material information which will be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the prospectus and which are unlikely to be known or anticipated by the general public and which could materially affect the profits; and (c)a statement by the directors that in their opinion the working capital available is sufficient, or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.13.—

(1)

Where the date of registration of the prospectus for a rights issue is within six months of the last audited accounts, the last audited accounts shall be disclosed in the prospectus. (2)Where the date of registration of the prospectus for a rights issue is more than six months, but less than twelve months of the last audited accounts, the last audited accounts, together with the half-year interim unaudited profits, shall be included in the prospectus. (3)No prospectus shall contain audited accounts made up to a date which is more than twelve months to the date of registration of the prospectus.14.The net asset backing per share of the corporation and the group as at the date of the last audited accounts and after the rights issue has taken place.”.

Clause 69 — Companies (Amendment) Bill | laws.sg