Singapore legislation
Section 243
Section 243
Contents of prospectus
(1)
A prospectus for an offer of securities or securities‑based derivatives contracts must contain —
all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters specified in subsection (3); and
the matters prescribed by the Authority.
(2)
The prospectus must, with respect to subsection (1)(a), contain such information —
only to the extent to which it is reasonable for investors and their professional advisers to expect to find in the prospectus; and
only to the extent that a person whose knowledge is relevant —
actually knows the information; or
in the circumstances ought reasonably to have obtained the information by making enquiries.
(3)
The matters referred to in subsection (1)(a) relate to —
the rights and liabilities attaching to the securities or securities‑based derivatives contracts;
in the case of an offer of securities or securities‑based derivatives contracts other than units or derivatives of units in a business trust, the assets and liabilities, profits and losses, financial position and performance, and prospects of the issuer;
if the underlying entity is controlled by —
the person making the offer;
one or more of the related parties of the person making the offer; or
the person making the offer and one or more of that person’s related parties,the assets and liabilities, profits and losses, financial position and performance, and prospects of that entity;
in the case of an offer of units of shares or debentures, where —
the person making the offer is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units; or
an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units:
the person making the offer;
one or more of the related parties of the person making the offer;
the person making the offer and one or more of that person’s related parties,the capacity of that person or entity to issue or deliver the relevant securities, or the ability of that person or entity to meet those financial or contractual obligations;
in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, where —
the person making the offer is the trustee‑manager of the business trust; or
the trustee‑manager of the business trust is controlled by —
the person making the offer;
one or more of the related parties of the person making the offer; or
the person making the offer and one or more of that person’s related parties,the assets and liabilities, profits and losses, financial position and performance of the business trust and of the trustee‑manager, and the prospects of the business trust;
in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in a business trust issued by an entity (A) other than the trustee‑manager of the business trust, where —
the person making the offer is A; or
A is controlled by —
the person making the offer;
one or more of the related parties of the person making the offer; or
the person making the offer and one or more of that person’s related parties,the assets and liabilities, profits and losses, financial position and performance, and prospects of A; and
in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in the business trust, where —
the person making the offer is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units; or
an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units:
the person making the offer;
one or more of the related parties of the person making the offer;
the person making the offer and one or more of that person’s related parties,the capacity of that person or entity to issue or deliver the relevant units or derivatives of units in that business trust, or the ability of that person or entity to meet those financial or contractual obligations.
(4)
In deciding what information must be included under subsection (1)(a), regard must be had to —
the nature of the securities or securities‑based derivatives contracts and the nature of the entity concerned;
the matters that likely investors may reasonably be expected to know; and
the fact that certain matters may reasonably be expected to be known to the professional advisers of such investors.
(4A)
Subject to any condition or restriction as may be prescribed by regulations made under section 341, the information mentioned in subsection (1) may be incorporated in the prospectus by reference to a document (called in this subsection and subsection (4B) the reference document) lodged with the Authority together with the prospectus.
(4B)
For the purposes of this Division, the information contained in the reference document is to be regarded as part of the prospectus.
(5)
For the purposes of subsection (2)(b), a person’s knowledge is relevant only if the person is one of the following:
the person making the offer;
if the person making the offer is an entity, a director or an equivalent person of the entity;
the issuer;
a director or an equivalent person, or a proposed director or an equivalent person, of the issuer;
(da)a person named in the prospectus with the person’s consent as an underwriter to the issue or sale;
a person named in the prospectus as a stockbroker to the issue or sale if the person participates in any way in the preparation of the prospectus;
a person named in the prospectus with the person’s consent as having made a statement —
that is included in the prospectus; or
on which a statement made in the prospectus is based;
a person named in the prospectus with the person’s consent as having performed a particular professional or advisory function.
(6)
A condition requiring or binding an applicant for securities or securities‑based derivatives contracts to waive compliance with any requirement of this section, or purporting to affect the applicant with notice of any contract, document or matter not specifically referred to in the prospectus, is void.
(7)
This section does not affect any liability that a person has under any other law.
(8)
In subsection (3)(e) —
Definition
“assets and liabilities, profits and losses, financial position and performance”, in relation to a business trust, means the assets and liabilities, profits and losses, financial position and performance of that business trust derived from the accounting records and other records kept by the trustee‑manager of that business trust;
Definition
“prospects”, in relation to a business trust, means the business and financial prospects anticipated with respect to the operations of the trustee‑manager of the business trust, in its capacity as trustee‑manager of the business trust.