Singapore legislation
Clause 245
Clause 245
Retention of over-subscriptions and statement of asset-backing in debenture issues
(1)
A corporation or other entity shall not accept or retain subscriptions to a debenture issue in excess of the amount of the issue as disclosed in the prospectus unless the corporation or entity has specified in the prospectus —
that it expressly reserves the right to accept or retain over-subscriptions; and
a limit expressed as a specific sum of money on the amount of over-subscriptions that may be accepted or retained, being an amount not more than 25% in excess of the amount of the issue as disclosed in the prospectus.
(2)
Subject to regulations made by the Authority for the purposes of this subsection, where a corporation or entity specifies in a prospectus relating to a debenture issue that it reserves the right to accept or retain over-subscriptions —
the corporation or entity shall not make, authorise or permit any statement of or reference as to the asset-backing for the issue to be made or contained in any prospectus relating to the issue, other than a statement or reference to the total tangible assets and the total liabilities of the corporation or entity and of its guarantor corporations; and
the prospectus shall contain a statement or reference as to what the total assets and total liabilities of the corporation or entity would be if over-subscriptions to the limit specified in the prospectus were accepted or retained.
(3)
Every corporation or other entity or other person that contravenes subsection (2) 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.