Clause 39

shall be printed in type of a size not less than the type known as eight point Times unless the Registrar, before the issuing, advertising, circulating or distributing of the prospectus in Singapore, certifies in writing, that the type and size of letters are legible and satisfactory;

shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus;

shall as to one copy be lodged with the Registrar and shall state that a copy of the prospectus has been so lodged with and registered by the Registrar and shall also state immediately after such statement that the Registrar takes no responsibility as to its contents;

shall subject to the provisions contained in Part III of the Fifth Schedule state the matters specified in Part I of that Schedule and set out the reports specified in Part II of that Schedule;

shall, where the persons making any report specified in Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in paragraph 31 of that Schedule, have endorsed thereon or attached thereto, a statement by those persons setting out the adjustments and giving the reasons therefor;

shall contain a statement that no shares or debentures or that no shares and debentures (as the case requires) shall be allotted on the basis of the prospectus later than six months after the date of the issue of the prospectus;

shall, if it contains any statement made by an expert or contains what purports to be a copy of or extract from a report, memorandum or valuation of an expert, state the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for incorporation in the prospectus;

shall not contain the name of any person as a trustee for holders of debentures or as an auditor or a banker or a solicitor or a stock broker or share broker of the corporation or proposed corporation or for or in relation to the issue or propossed issue of shares or debentures unless that person has consented in writing before the issue of the prospectus to act in that capacity in relation to the prospectus and, in the case of a company or proposed company, a copy verified as prescribed of the consent has been lodged with the Registrar; and

shall where the prospectus offers shares in or debentures of a foreign company incorporated or to be incorporated, in addition contain particulars with respect to —

the instrument constituting or defining the constitution of the company;

the enactments or provisions having the force of an enactment by or under which the incorporation of the company was effected or is to be effected;

an address in Singapore where such instrument, enactments or provisions or certified copies thereof may be inspected;

the date on which and the place where the company was or is to be incorporated; and

whether the company has established a place of business in Singapore and, if so, the address of its principal office in Singapore.[U.K.ss. 37, 38.][Aust. s. 39.]

as regards any matter not disclosed, he proves that he was not cognizant thereof;

he proves that the non-compliance or contravention arose from an honest mistake on his part concerning the facts; or

the non-compliance or contravention was in respect of matter which in the opinion of the court dealing with the case was immaterial or was otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused.