Securities and Futures Act 2001 · 2020 Revised Edition · Part 13 · Offers of Investments
240A. Debenture issuance programme
Feedback & supportA prospectus for every offer of debentures or units of debentures that is part of a debenture issuance programme must comprise —
debenture
“debenture” includes —(a)any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer;(b)any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a trustee‑manager of a business trust in its capacity as trustee‑manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust, whether constituting a charge or not, on the assets of the business trust or real estate investment trust; or(c)such other product or class of products as the Authority may prescribe,but does not include —(d)a cheque, letter of credit, order for the payment of money or bill of exchange; or(e)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made under that provision provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
a base prospectus applicable to every offer under the debenture issuance programme; and
a pricing statement applicable to that particular offer.
A profile statement for every offer of debentures or units of debentures that is part of a debenture issuance programme must comprise —
an extract from, or an abridged version of, a base prospectus referred to in subsection (1)(a) (called in this section a base profile statement); and
a pricing statement applicable to that particular offer.
In respect of an offer referred to in subsection (1), the requirements of section 240(1)(a)(ii) and (iii) are satisfied if a copy of the base prospectus and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document.
In respect of an offer referred to in subsection (2), the requirements of section 240(4)(b) and (c) are satisfied if a copy of the base profile statement and a copy of the pricing statement, each of which is signed in accordance with section 240(4A), have been lodged with and registered by the Authority, either separately, whether on the same date or on different dates, or as a single document.
To avoid doubt, where the base prospectus or base profile statement in relation to a debenture issuance programme has been lodged with and registered by the Authority, it is treated as having been lodged with and registered by the Authority in respect of every offer under that programme.
For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (1), a reference to a prospectus is, unless the context otherwise requires or the Authority has prescribed otherwise, to be read as a reference to both the base prospectus and the pricing statement.
For the purposes of the application of the provisions of this Subdivision to an offer referred to in subsection (2), a reference to a profile statement is, unless the context otherwise requires or the Authority has prescribed otherwise, to be read as a reference to both the base profile statement and the pricing statement.
The Authority may, by regulations, prescribe how the provisions of this Subdivision apply to an offer referred to in subsection (1) or (2).
To avoid doubt, a pricing statement may be registered by the Authority at any time after its lodgment with the Authority.