Securities and Futures Act 2001 · 2020 Revised Edition · Part 13 · Offers of Investments
296. Requirement for prospectus and profile statement, where relevant
Feedback & supportLast amended by an amending law of 2009.
A person must not make an offer of units in a collective investment scheme unless the offer —
collective investment scheme
“collective investment scheme” means —(a)an arrangement in respect of any property —(i)under which the participants do not have day‑to‑day control over the management of the property, whether or not the participants have the right to be consulted or to give directions in respect of such management;(ii)under which either or both of the following characteristics are present:(A)the property is managed as a whole by or on behalf of a manager;(B)the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and(iii)under which either or both of the following characteristics are present:(A)the effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(AA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(AB)to receive sums paid out of such profits, income, or other payments or returns;(B)the purpose, purported purpose or purported effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —(BA)to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or(BB)to receive sums paid out of such profits, income, or other payments or returns,whether or not —(BC)the arrangement provides for the participants to receive any benefit other than those set out in sub‑paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or(BD)the purpose, purported purpose or purported effect is realised; or(b)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme by notice in the Gazette,but does not include —(c)an arrangement operated by a person otherwise than by way of business;(d)an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business;(e)an arrangement under which each of the participants is a related corporation of the manager;(f)an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of that entity or, where that entity is a corporation, a related corporation of that entity; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(g)an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —(i)a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of any of those entities or, where any of those entities is a corporation, a related corporation of the entity which is a corporation; or(ii)a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;(h)a franchise;(i)an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions;(j)an arrangement made by any co‑operative society registered under the Co‑operative Societies Act 1979 in accordance with the objects thereof solely for the benefit of its members;(k)an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act 1971;(l)an arrangement arising out of a life policy within the meaning of the Insurance Act 1966;(m)a closed‑end fund constituted either as an entity, a sub‑fund or a trust;(n)an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act 1970;(o)an arrangement of which —(i)the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or enjoyment available gratuitously to others; and(ii)the property does not consist of any of the following:(A)any currency of any country or territory;(B)any capital markets products;(C)any policy as defined in the First Schedule to the Insurance Act 1966;(D)any deposit as defined in section 4B of the Banking Act 1970;(E)any credit facilities as defined in section 2(1) of the Banking Act 1970;(p)an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice in the Gazette;
is made in or accompanied by a prospectus in respect of the offer —
that is prepared in accordance with such requirements as the Authority may prescribe;
a copy of which, being one that has been signed in accordance with subsection (2A), is lodged with the Authority; and
that is registered by the Authority; and
complies with such requirements as the Authority may prescribe.
A person who lodges a preliminary document with the Authority is deemed to have lodged a prospectus with the Authority.
A preliminary document referred to in subsection (1A) must contain all information to be included in a prospectus other than such information as the Authority may prescribe.
Despite subsection (1), an offer of units in a collective investment scheme may be made in or accompanied by an extract from, or an abridged version of, a prospectus (called in this Subdivision a profile statement), instead of a prospectus, if —
a prospectus is prepared in accordance with such requirements as may be prescribed under subsection (1)(a)(i) and the profile statement is prepared in accordance with such requirements as may be prescribed;
a copy of the prospectus and a copy of the profile statement, each of which has been signed in accordance with subsection (2A), are lodged with the Authority, and the prospectus is lodged no later than the profile statement;
the prospectus and profile statement are registered by the Authority;
sufficient copies of the prospectus are made available for collection at the times and places specified in the profile statement; and
the offer complies with such other requirements as may be prescribed.
The copy of a prospectus or profile statement lodged with the Authority must be signed —
where the person making the offer of units in a collective investment scheme is the responsible person for the scheme, by every director or equivalent person of the responsible person and every person who is named therein as a proposed director or an equivalent person of the responsible person; and
where the person making the offer of units in a collective investment scheme is not the responsible person for the scheme —
where the responsible person 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,by the persons referred to in paragraph (a) and the persons referred to in sub‑paragraph (ii)(A) or (B), as the case may be; and
in any other case —
where that person is an entity, by every director or equivalent person of that entity; or
where that person is an individual, by the individual or a person authorised by him or her in writing.
A requirement under subsection (2A) for the copy of a prospectus or profile statement to be signed by a director or an equivalent person is satisfied if the copy is signed —
director
“director” has the meaning given by section 4(1) of the Companies Act 1967;
by that director or equivalent person; or
by a person who is authorised in writing by that director or equivalent person to sign on his or her behalf.
A requirement under subsection (2A) for the copy of a prospectus or profile statement to be signed by a person named therein as a proposed director or an equivalent person is satisfied if the copy is signed —
by that proposed director or equivalent person; or
by a person who is authorised in writing by that proposed director or equivalent person to sign on his or her behalf.
A person must not make an offer of units in a collective investment scheme if that scheme has not been formed or does not exist.
[Deleted by Act 1 of 2005]
Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
The Authority may register a prospectus or a profile statement on any day within the period prescribed by the Authority from the date of lodgment thereof with the Authority, unless —
the Authority gives to the person making the offer a notice of an opportunity to be heard under subsection (12);
the Authority gives a notice to the person making the offer of an extension, in which case, the Authority may, not later than 28 days from the date of lodgment of the prospectus or profile statement —
register the prospectus or profile statement; or
give the person making the offer a notice of an opportunity to be heard under subsection (12);
the person making the offer applies in writing to extend the period during which the prospectus or profile statement may be registered, in which case the Authority may, at any time up to and including the date on which the extended period ends —
register the prospectus or profile statement; or
give the person making the offer a notice of an opportunity to be heard under subsection (12); or
the person making the offer gives a written notice to the Authority to withdraw the lodgment of the prospectus or profile statement, in which case the Authority must not register the prospectus or profile statement.
Where, after a notice of an opportunity to be heard has been given under subsection (6)(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the prospectus or profile statement, the Authority may proceed with the registration on such date as it considers appropriate, except that that date must not be earlier than such day from the date of lodgment of the prospectus or profile statement with the Authority as the Authority may prescribe.
For the purposes of subsections (6) and (6A), the Authority may prescribe the same period and day for all offers or different periods and days for different offers.
Where a prospectus lodged with the Authority is a preliminary document, the Authority must not register the prospectus unless a copy of the prospectus which has been signed in accordance with subsection (2A) and which contains the information required to be included in a prospectus as prescribed under subsection (1)(a)(i), including such information which could be omitted from the preliminary document by virtue of subsection (1B), has been lodged with the Authority.
A person making an offer of units in a collective investment scheme may lodge any amendment to a prospectus or profile statement in respect of that offer at any time before, but not after, the registration of the prospectus or profile statement by the Authority.
Subject to subsection (8) —
where any amendment to a prospectus is lodged, the prospectus and any profile statement which is lodged is deemed for the purposes of subsection (6) to have been lodged when such amendment was lodged; and
where any amendment to a profile statement is lodged, the profile statement is deemed for the purposes of subsection (6) to have been lodged when such amendment was lodged.
Where an amendment to a prospectus or profile statement is lodged with the consent of the Authority, the prospectus or profile statement as amended is deemed, for the purposes of subsection (6), to have been lodged when the original prospectus or profile statement was lodged with the Authority.
An amendment to a prospectus or profile statement that is lodged is treated as part of the original prospectus or profile statement.
The Authority may, for public information, publish —
a prospectus or profile statement lodged with the Authority under this section; and
where applicable, the translation thereof in the English language lodged with the Authority under section 318A(1),and for the purposes of this subsection, the person making the offer must provide the Authority with a copy of the prospectus or profile statement and, where applicable, the translation in such form or medium for publication as the Authority may require.
The Authority must refuse to register a prospectus if —
the Authority is of the opinion that the prospectus contains a false or misleading statement;
there is an omission from the prospectus of any information that is required to be included, or an inclusion in the prospectus of any information that is prohibited, by virtue of requirements prescribed under subsection (1)(a);
the Authority is of the opinion that the prospectus does not comply with the requirements of this Act;
the copy of the prospectus that is lodged with the Authority is not signed in accordance with subsection (2A);
any written consent of an expert to the issue of the prospectus required under section 249 (as applied to this Subdivision by virtue of section 302), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
any written consent of an issue manager to the issue of the prospectus required under section 249A(1) (as applied to this Subdivision by virtue of section 302), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
any written consent of an underwriter to the issue of the prospectus required under section 249A(2) (as applied to this Subdivision by virtue of section 302), or a copy thereof which is verified as prescribed, is not lodged with the Authority; or
the Authority is of the opinion that it is not in the public interest to do so.
The Authority must refuse to register a profile statement if —
the Authority is of the opinion that the profile statement contains a false or misleading statement;
there is an omission from the profile statement of any information that is required to be included, or an inclusion in the profile statement of any information that is prohibited, by virtue of requirements prescribed under subsection (2)(a);
the copy of the profile statement that is lodged with the Authority is not signed in accordance with subsection (2A);
any written consent of an expert to the issue of the profile statement required under section 249 (as applied to this Subdivision by virtue of section 302), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
any written consent of an issue manager to the issue of the profile statement required under section 249A(1) (as applied to this Subdivision by virtue of section 302), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
any written consent of an underwriter to the issue of the profile statement required under section 249A(2) (as applied to this Subdivision by virtue of section 302), or a copy thereof which is verified as prescribed, is not lodged with the Authority;
the Authority is of the opinion that the profile statement does not comply with the requirements of this Act;
the prospectus has not been registered by the Authority; or
the Authority is of the opinion that it is not in the public interest to do so.
The Authority must not refuse to register a prospectus under subsection (10) or a profile statement under subsection (11) without giving the person making the offer an opportunity to be heard, except that an opportunity to be heard need not be given if the refusal is on the ground that it is not in the public interest to register the prospectus or profile statement on the basis of any of the following circumstances:
the person making the offer (being an entity), the responsible person or the collective investment scheme itself, is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;
the person making the offer (being an individual) is an undischarged bankrupt, whether in Singapore or elsewhere;
a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person making the offer (being an entity), the responsible person or the collective investment scheme.
Any person making an offer may, within 30 days after the person is notified that the Authority has refused to register a prospectus or profile statement to which that person’s offer relates under subsection (10) or (11), appeal to the Minister whose decision is final.
If —
a prospectus or profile statement is issued, circulated or distributed before it has been registered by the Authority; or
an application to subscribe for or purchase units in a collective investment scheme is accepted, or units in a collective investment scheme are issued or sold, before a prospectus and, where applicable, profile statement, in respect of the units has been registered by the Authority,the person making the offer and every person who is knowingly a party to —
the issue, circulation or distribution of the prospectus or profile statement;
the acceptance of the application to subscribe for or purchase the units; or
the issue or sale of the units,as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.
For the purposes of subsections (10)(a) and (11)(a), any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.
Regulations made under this section may provide that a contravention of specified provisions thereof shall be an offence and may provide for penalties not exceeding a fine of $50,000.