Singapore legislation
Section 241
Section 241
Lodging supplementary document or replacement document
(1)
If, after a prospectus or profile statement is registered but before the close of the offer of securities or securities‑based derivatives contracts, the person making that offer becomes aware of —
a false or misleading statement in the prospectus or profile statement;
an omission from the prospectus of any information that should have been included in it under section 243, or an omission from the profile statement of any information that should have been included in it under section 246, as the case may be; or
a new circumstance that —
has arisen since the prospectus or profile statement was lodged with the Authority; and
would have been required by —
section 243 to be included in the prospectus; or
section 246 to be included in the profile statement,if it had arisen before the prospectus or the profile statement (as the case may be) was lodged,and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement prospectus, or a supplementary or replacement profile statement (called in this section a supplementary or replacement document, as the case may be), with the Authority.
(1A)
If, after a base prospectus or a base profile statement referred to in section 240A is registered but before the expiration of 24 months from the registration of the base prospectus by the Authority, the person making that offer intends to update any information or include any new information in the base prospectus or base profile statement, the person may lodge a supplementary or replacement document with the Authority, provided that no offer to which the base prospectus or base profile statement relates is subsisting at the time of the lodgment.
(1B)
Subsections (7) to (16) do not apply to a supplementary or replacement document which is lodged under subsection (1A).
(1C)
For the purposes of subsection (1A), an offer is not treated as subsisting if —
a pricing statement in respect of the offer of debentures or units of debentures has not been registered by the Authority under section 240A; or
a pricing statement in respect of the offer of debentures or units of debentures has been registered by the Authority under section 240A, and —
the offer has closed with no application to subscribe for or purchase the debentures or units of debentures having been received or accepted; or
one or more applications to subscribe for or purchase the debentures or units of debentures have been received or accepted, and —
in a case where the debentures or units of debentures are or will be listed for quotation on an approved exchange, trading in them has commenced; or
in any other case, all of those debentures or units of debentures have been issued or sold.
(2)
At the beginning of a supplementary document, there must be —
a statement that it is a supplementary prospectus or a supplementary profile statement, as the case may be;
an identification of the prospectus or profile statement it supplements;
an identification of any previous supplementary document lodged with the Authority in relation to the offer; and
a statement that it is to be read together with the prospectus or profile statement it supplements and any previous supplementary document in relation to the offer.
(3)
At the beginning of a replacement document, there must be —
a statement that it is a replacement prospectus or a replacement profile statement, as the case may be; and
an identification of the prospectus or profile statement it replaces.
(4)
The supplementary document and the replacement document must be dated with the date on which they are lodged with the Authority.
(5)
The person making the offer must take reasonable steps —
to inform potential investors of the lodgment of any supplementary or replacement document under subsection (1) or (1A); and
to make available to them the supplementary document or replacement document.
(6)
For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —
where the supplementary document is a supplementary prospectus, the prospectus in relation to the offer is taken to be the original prospectus together with the supplementary prospectus and any previous supplementary prospectus in relation to the offer; and
where the supplementary document is a supplementary profile statement, the profile statement in relation to the offer is taken to be the original profile statement together with the supplementary profile statement and any previous supplementary profile statement in relation to the offer.
(6A)
[Deleted by Act 1 of 2005]
(6B)
For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —
where the replacement document is a replacement prospectus, the prospectus in relation to the offer is taken to be the replacement prospectus; and
where the replacement document is a replacement profile statement, the profile statement in relation to the offer is taken to be the replacement profile statement.
(7)
If a supplementary document or replacement document is lodged with the Authority, the offer must be kept open for at least 14 days after the lodgment of the supplementary document or replacement document.
(8)
Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to subscribe for securities or securities‑based derivatives contracts, then —
where the securities or securities‑based derivatives contracts have not been issued to the applicants, the person making the offer —
must —
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; and
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; or
must —
treat the applications as withdrawn and cancelled, in which case the applications are deemed to have been withdrawn and cancelled; and
within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities‑based derivatives contracts; or
where the securities or securities‑based derivatives contracts have been issued to the applicants, the person making the offer —
must —
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to return, to the person making the offer, those securities or securities‑based derivatives contracts which they do not wish to retain title in; and
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to return, to the person making the offer, those securities or securities‑based derivatives contracts which they do not wish to retain title in; or
must —
treat the issue of the securities or securities‑based derivatives contracts as void, in which case the issue is deemed void; and
within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts.
(9)
Subsections (8)(b) and (11) have effect despite sections 76 and 76A, and Division 3A of Part 4, of the Companies Act 1967.
(10)
An applicant who wishes to exercise the applicant’s option under subsection (8)(a)(i) or (ii) to withdraw the applicant’s application must, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, upon which that person must, within 7 days from the receipt of such notification, pay to the applicant all moneys paid by the applicant on account of the applicant’s application for the securities or securities‑based derivatives contracts.
(11)
An applicant who wishes to exercise the applicant’s option under subsection (8)(b)(i) or (ii) to return securities or securities‑based derivatives contracts issued to the applicant must, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents (if any) purporting to be evidence of title to those securities or securities‑based derivatives contracts to that person, upon which that person must, within 7 days from the receipt of such notification and documents (if any) pay to the applicant all moneys paid by the applicant for the securities or securities‑based derivatives contracts, and the issue of those securities or securities‑based derivatives contracts is deemed to be void.
(12)
Where, prior to the lodgment of the supplementary document or replacement document, applications have been made under the original prospectus or profile statement to purchase securities or securities‑based derivatives contracts, then —
where the securities or securities‑based derivatives contracts have not been transferred to the applicants, the person making the offer —
must —
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; and
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to withdraw their applications; or
must —
treat the applications as withdrawn and cancelled, in which case the applications are deemed to have been withdrawn and cancelled; and
within 7 days from the date of lodgment of the supplementary document or replacement document, pay to the applicants all moneys the applicants have paid on account of their applications for the securities or securities‑based derivatives contracts; or
where the securities or securities‑based derivatives contracts have been transferred to the applicants, the person making the offer —
must —
within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgment of the supplementary document or replacement document, give the applicants written notice of how to obtain, or arrange to receive, a copy of the supplementary document or replacement document (as the case may be) and provide the applicants with an option to return, to the person making the offer, those securities or securities‑based derivatives contracts which they do not wish to retain title in; and
take all reasonable steps to make available within a reasonable period the supplementary document or replacement document (as the case may be) to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement document;
must, within 7 days from the date of lodgment of the supplementary document or replacement document, give the applicants the supplementary document or replacement document (as the case may be) and provide the applicants with an option to return, to the person making the offer, those securities or securities‑based derivatives contracts which they do not wish to retain title in; or
must treat the sale of the securities or securities‑based derivatives contracts as void, in which case the sale is deemed void, and must —
if documents purporting to evidence title to the securities or securities‑based derivatives contracts (called in this paragraph the title documents) have been issued to the applicants —
(AA)within 7 days from the date of lodgment of the supplementary document or replacement document, inform the applicants to return the title documents to the person making the offer within 14 days from the date of lodgment of the supplementary document or replacement document; and
(AB)within 7 days from the date of receipt of the title documents or the date of lodgment of the supplementary document or replacement document, whichever is the later, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts; or
if no title documents have been issued to the applicants, within 7 days from the date of the lodgment of the supplementary document or replacement document, pay to the applicants all moneys paid by them for the securities or securities‑based derivatives contracts.
(13)
An applicant who wishes to exercise the applicant’s option under subsection (12)(a)(i) or (ii) to withdraw the applicant’s application must, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this, upon which that person must, within 7 days of the receipt of such notification, pay to the applicant all moneys paid by the applicant on account of the applicant’s application for the securities or securities‑based derivatives contracts.
(14)
An applicant who wishes to exercise the applicant’s option under subsection (12)(b)(i) or (ii) to return securities or securities‑based derivatives contracts sold to the applicant must, within 14 days from the date of lodgment of the supplementary document or replacement document, notify the person making the offer of this and return all documents (if any) purporting to evidence title to those securities or securities‑based derivatives contracts to the person making the offer, upon which that person must, within 7 days from the receipt of such notification and documents (if any) pay to the applicant all moneys paid by the applicant for the securities or securities‑based derivatives contracts and the sale of the securities or securities‑based derivatives contracts is deemed to be void.
(15)
Any person who contravenes subsection (8) or (12) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
(16)
Any person who contravenes any other provision of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(17)
For the purposes of subsection (1)(a), the reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.