Clause 77

In this Division, unless the context otherwise requires —“issuer” means —

in relation to an offer of units in a collective investment scheme, the responsible person for the collective investment scheme;

in relation to an offer of any contract or arrangement in connection with leveraged foreign exchange trading, the holder of a capital markets services licence for leveraged foreign exchange trading that is the counterparty to that contract or arrangement; or

in relation to an offer of any other capital markets products, the entity that issues or will issue the capital markets products being offered;“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of any capital markets products;“relevant person” means —

a holder of a capital markets services licence;

a person who is exempted under section 99(1)(a) or (b) from the requirement to hold a capital markets services licence;

a person licensed under the Financial Advisers Act (Cap. 110) in respect of advising on any investment product;

a person who is exempted under section 23(1)(a), (b), (c), (d) or (e) of the Financial Advisers Act from holding a financial adviser’s licence;

such other person as may be prescribed by the Authority by regulations made under section 341; or

a representative of any person referred to in paragraph (a), (b), (c), (d) or (e).(2) For the purposes of this Part, a person makes an offer of any capital markets products if, and only if, as principal —

he makes (either personally or by an agent) an offer to any person in Singapore which upon acceptance would give rise to a contract for the issue or sale of those capital markets products by him or another person with whom he has made arrangements for that issue or sale; or

he invites (either personally or by an agent) any person in Singapore to make an offer which upon acceptance would give rise to a contract for the issue or sale of those capital markets products by him or another person with whom he has made arrangements for that issue or sale.(3) In subsection (2), “sale” includes any disposal for valuable consideration.(4) For the avoidance of doubt, the obligations imposed by this Division in relation to any capital markets products are in addition to the obligations imposed under Divisions 1, 1A, 2 and 3 in relation to those capital markets products.Obligation of issuer to determine, and to notify approved exchange and relevant person of, classification of capital markets products309B.—

No issuer shall make an offer of any capital markets products unless —

the issuer has determined the classification of those capital markets products;

where those capital markets products are or will be listed for quotation or quoted on a market operated by an approved exchange, the issuer has notified the approved exchange in writing of the classification of those capital markets products; and

where those capital markets products are or will be offered through any relevant person, the issuer has notified that relevant person in writing of the classification of those capital markets products.(2) No relevant person shall make an offer of any capital markets products unless the relevant person has received a notification under subsection (1)(c) in respect of those capital markets products.(3) Where, after any notification has been given under subsection (1)(b) or (c) or this subsection in respect of any capital markets products, there is a change in the classification of those capital markets products, the issuer of those capital markets products shall, within such time as may be prescribed by the Authority by regulations made under section 341 —

if those capital markets products are or will be listed for quotation or quoted on an approved exchange, notify the approved exchange in writing of the new classification of those capital markets products; and

if those capital markets products are or will be offered through any relevant person, notify that relevant person in writing of the new classification of those capital markets products.(4) Without prejudice to section 337(1), the Authority may, by regulations made under section 341, exempt any person or class of persons from any provision of this section, subject to such conditions or restrictions as the Authority may prescribe in those regulations.(5) Without prejudice to section 337(3) and (4), the Authority may, by notice in writing, exempt any person from any provision of this section, subject to such conditions or restrictions as the Authority may specify by notice in writing.(6) It shall not be necessary to publish any exemption granted under subsection (5) in the Gazette.(7) Every person who is granted an exemption under subsection (4) shall satisfy every condition or restriction imposed on him under that subsection.(8) Every person who is granted an exemption under subsection (5) shall satisfy every condition or restriction imposed on him under that subsection.(9) Any person who contravenes subsection (1), (2), (3), (7) or (8) 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 thereof during which the offence continues after conviction.(10) In this section —“classification”, in relation to any capital markets products, means the classification of the capital markets products as either of the following:

prescribed capital markets products;

capital markets products other than prescribed capital markets products;“prescribed capital markets products” means any capital markets products that belong to any class of capital markets products that is prescribed by the Authority, by regulations made under section 341, for the purposes of this definition.Use of term “capital protected” or “principal protected”309C.—

No person shall, when describing or referring to any capital markets products which are, will be or have been the subject of an offer or intended offer, do either or both of the following:

use the term “capital protected” or any of its derivatives in any language in the name or description or any representation of those capital markets products, or within any prospectus relating to those capital markets products;

use the term “principal protected” or any of its derivatives in any language in the name or description or any representation of those capital markets products, or within any prospectus relating to those capital markets products.(2) Any person who contravenes subsection (1) 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 thereof during which the offence continues after conviction.Use of term “product highlights sheet”309D.—

No person shall, when describing or referring to any publication in respect of any offer or intended offer of any capital markets products, use the term “product highlights sheet” or any of its derivatives in any language in the name or description or any representation of that publication, unless —

that publication is a product highlights sheet —

in respect of an offer that is made in or accompanied by a prospectus or profile statement that complies with section 240; and

in respect of which section 240AA(1)(a) and (b) has been complied with;

that publication is a product highlights sheet —

in respect of an offer that is made in or accompanied by a prospectus or profile statement that complies with section 296; and

in respect of which section 296A(1)(a) and (b) has been complied with;

that person belongs to any class of persons declared by the Authority, by order published in the Gazette, to be a class of persons who may, when describing or referring to any publication in respect of any offer or intended offer of such capital markets products as the Authority may specify in the order, use that term or any of its derivatives in any language in the name or description or any representation of that publication; or

the Authority has given consent in writing to that person to use that term or any of its derivatives in any language, when describing or referring to any publication in respect of any offer or intended offer of such capital markets products as the Authority may specify in writing, in the name or description or any representation of that publication.(2) Any person who contravenes subsection (1) 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 thereof during which the offence continues after conviction.”.