Singapore legislation
Schedule 7
of Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005
Schedule 7
Particulars to be included in an offer information statement under SECTION 305B of the Act in respect of a real estate investment trust
SEVENTH SCHEDULERegulation 34(1)Particulars to be included in an offer information statement under SECTION 305B of the Act in respect of a real estate investment trust[S 469/2012 wef 01/10/2012]Part IFront Cover
1. On the front cover of the offer information statement, provide —
the date of lodgment of the offer information statement;
the following statements:
“This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser.”; and
“The collective investment scheme offered in this document is {an authorised/a recognised*} scheme under the Securities and Futures Act 2001. A copy of this offer information statement has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the offer information statement. Lodgment of the offer information statement with the Authority does not imply that the Securities and Futures Act 2001, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the units being offered for investment.”;* to state accordingly.[S 638/2024 wef 31/12/2021](c)the name of the collective investment scheme (referred to in this Schedule as the Scheme) in which units are being offered, and its place and date of constitution;
a statement to the effect that an application has been or will be made to an approved exchange to list for quotation or quote the units being offered on that approved exchange, and the name of such approved exchange; and[S 669/2018 wef 08/10/2018](e)a statement that no units shall be allotted or allocated on the basis of the offer information statement later than 6 months after the date of lodgment of the offer information statement.Part IIBasic Information
2. State the names and addresses of —
the manager for the Scheme (referred to in this Schedule as the Manager); and
each of the directors or equivalent persons of the Manager.
3. State the names and addresses of —
the issue manager to the offer, if any;
the underwriter to the offer, if any; and
the legal adviser for or in relation to the offer, if any.Part IIIOffer Statistics and Timetable Offer Statistics
4. For each method of offer, state the number of units being offered.Method and Timetable
5. Provide the information referred to in paragraphs 6 to 10 to the extent applicable to —
the offer procedure; and
where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors.
6. State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of lodgment of the offer information statement, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure shall be made public.
7. State the method and time limit for paying up for the units and, where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid.
8. State, where applicable, the methods of and time limits for —
the delivery of the documents evidencing title to the units being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and
the book-entry transfers of the units being offered in favour of subscribers or purchasers.
9. In the case of any pre-emptive rights to subscribe for or purchase the units being offered, state the procedure for the exercise of any right of pre-emption, the negotiability of such rights and the treatment of such rights which are not exercised.
10. Provide a full description of the manner in which results of the allotment or allocation of the units are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).Part IVKey InformationUse of Proceeds from Offer and Expenses Incurred
11. In the same section, provide the information set out in paragraphs 12 to 17.
12. Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (referred to in this paragraph as the net proceeds). Where only a part of the net proceeds will go into the property of the Scheme, indicate such amount. If none of the proceeds will go into the property of the Scheme, provide a statement of that fact.
13. Disclose how the net proceeds from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount which, in the reasonable opinion of the directors or equivalent persons of the Manager, must be raised by the offer of units.
14. For each dollar of the proceeds from the offer, state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer.
15. If any of the proceeds from the offer will be used, directly or indirectly, to acquire or refinance the acquisition of an asset other than in the ordinary course of business, briefly describe the asset and state its purchase price. If the asset has been or will be acquired from a person specified as an interested party by the Authority in the Code on Collective Investment Schemes, identify the interested party and state how the cost to the Scheme is or will be determined.
16. If any of the proceeds from the offer will be used to finance or refinance the acquisition of a business, briefly describe the business and give information on the status of the acquisition.
17. If any material part of the proceeds from the offer will be used to discharge, reduce or retire the indebtedness of the Scheme, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put.
18. In the section containing the information referred to in paragraphs 12 to 17 or in an adjoining section, disclose the amount of discount or commission agreed upon between the underwriters or other placement or selling agents in relation to the offer and the person making the offer. If it is not possible to state the amount of discount or commission, the method by which it is to be determined must be explained.Information on the Scheme
19. Provide the following information:
the nature of the operations and principal activities of the Scheme;
the general development of the Scheme from the beginning of the period comprising the 3 most recent completed financial years to the latest practicable date, indicating any material change in the affairs of the Scheme since —
the end of the most recent completed financial year for which financial statements have been published; or
the end of any subsequent interim period if interim financial statements have been published;
the participants’ funds in and borrowings of the Scheme, as at the latest practicable date, showing —
in the case of the participants’ funds, the number of units issued and the number of units outstanding; or
in the case of borrowings, the total amount of the borrowings outstanding, together with the rate of interest (whether fixed or floating) payable thereon;
the number of units of the Scheme owned by each substantial participant as at the latest practicable date;
any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgment of the offer information statement, a material effect on the Scheme’s financial position or profitability;
where any units in the Scheme have been issued within the 12 months immediately preceding the latest practicable date —
if the units have been issued for cash, state the prices at which the units have been issued and the number of units issued at each price; or
if the units have been issued for services, state the nature and value of the services and give the name and address of the person who received the units; and
a summary of each material contract, other than a contract entered into in the ordinary course of business, to which the trustee for the Scheme (acting in its capacity as trustee of the Scheme) is a party, for the period of 2 years before the date of lodgment of the offer information statement, including the parties to the contract, the date and general nature of the contract, and the amount of any consideration passing to or from the Scheme.Part VOperating and Financial Review and ProspectsOperating Results20.—
Provide selected data from —
the audited income statement of the Scheme for each financial year (being one of the 3 most recent completed financial years) for which that statement has been published; and
any interim income statement of the Scheme for any subsequent period for which that statement has been published.(2) The data referred to in sub-paragraph (1) shall include the line items in the income statement of the Scheme and shall in addition include the following items:
distribution per unit;
earnings or loss per unit; and
earnings or loss per unit after any adjustment to reflect the sale of new units.21.—
In respect of —
each financial year (being one of the 3 most recent completed financial years) for which financial statements have been published; and
any subsequent period for which interim financial statements have been published,provide information regarding any significant factor, including any unusual or infrequent event or new development, which materially affected income available for distribution to participants after tax, and indicate the extent to which such income was so affected.(2) Describe any other significant component of revenue or expenditure necessary to understand the income available for distribution to participants after tax for each of the financial periods referred to in sub-paragraph (1).Financial Position22.—
Provide selected data from the balance sheet of the Scheme as at the end of —
the most recent completed financial year for which audited financial statements have been published; or
if interim financial statements have been published for any subsequent period, that period.(2) The data referred to in sub-paragraph (1) shall include the line items in the audited or interim balance sheet of the Scheme and shall in addition include the following items:
number of units after any adjustment to reflect the sale of new units;
net asset value per unit; and
net asset value per unit after any adjustment to reflect the sale of new units.Liquidity and Capital Resources
23. Provide an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of —
the most recent completed financial year for which financial statements have been published; and
if interim financial statements have been published for any subsequent period, that period.
24. Provide a statement by the Manager as to whether, in its reasonable opinion, the working capital available to the Scheme as at the date of lodgment of the offer information statement is sufficient for present requirements and, if insufficient, how the additional working capital considered by the Manager to be necessary is proposed to be provided.
25. If the Scheme is in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the Scheme’s financial position and results or business operations, or the investments by participants in the Scheme, provide —
a statement of that fact;
details of the credit arrangement or bank loan; and
any action taken or to be taken by the Manager to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable).Trend Information and Forecast or Projection
26. Discuss, for at least the current financial year, the business and financial prospects of the Scheme, as well as any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on revenue, net property income, profitability, liquidity or capital resources, or that would cause the financial information disclosed in the offer information statement to be not necessarily indicative of the future operating results or financial condition. If there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect.27.—
Except as provided in sub-paragraphs (2) and (3), the offer information statement shall not —
include any prediction, projection or forecast as to the future or likely performance of the Scheme; or
use words such as “targeted” or “expected” or any similar words or description in relation to a rate of return.(2) The offer information statement may include a prediction, projection or forecast on the economy or the economic trends of the markets which are targeted by the Scheme, but such prediction, projection or forecast shall be accompanied by a prominent statement to the effect that the prediction, projection or forecast is not necessarily indicative of the future or likely performance of the Scheme.(3) The offer information statement may include a forecast or projection in relation to the Scheme (including, where applicable, any yield to be generated by any new asset or property proposed to be acquired by the Scheme) in the offer information statement, provided that —
if the forecasted or projected yields of the units in the Scheme are stated in percentage terms —
such yields are presented on an annualised basis; and
it is prominently stated in the offer information statement that such forecasted or projected yields are calculated based on a stated reference price or standard reference prices and that such yields will vary accordingly for investors who purchase units in the secondary market at a market price higher or lower than the stated reference price or prices;
the assumptions underlying such forecast or projection are reasonable, and are stated clearly and explicitly in the offer information statement; and
the forecast or projection is accompanied by the items referred to in sub-paragraph (4).(4) The items referred to in paragraph (3)(c) are —
a statement by an auditor of the Scheme as to whether such forecast or projection is —
properly prepared on the basis of the assumptions;
consistent with accounting policies adopted by the Manager in respect of the Scheme; and
presented in accordance with acceptable accounting standards adopted by the Manager in the preparation of the financial statements of the Scheme;
where —
the forecast or projection is in respect of a period ending on a date not later than the end of the current financial year of the Scheme —
a statement by the issue manager to the offer or any other person whose profession or reputation gives authority to the statement made by him, that the forecast or projection has been stated by the Manager after due and careful enquiry and consideration; or
a statement by an auditor of the Scheme, prepared on the basis of his examination of the evidence supporting the assumptions and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the forecast or projection; or
the forecast or projection is in respect of a period ending on a date after the end of the current financial year of the Scheme —
a statement by the issue manager to the offer or any other person whose profession or reputation gives authority to the statement made by him, prepared on the basis of his examination of the evidence supporting the assumptions, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the forecast or projection; or
a statement by an auditor of the Scheme, prepared on the basis of his examination of the evidence supporting the assumptions and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the forecast or projection;
a sensitivity analysis; and
a confirmation from the Manager that the forecast or projection has been properly prepared on the basis of appropriate and reasonable assumptions.Significant Changes
28. Disclose any event that has occurred from the end of —
the most recent completed financial year for which financial statements have been published; or
if interim financial statements have been published for any subsequent period, that period,to the latest practicable date which may have a material effect on the financial position and results of the Scheme or, if there is no such event, provide an appropriate negative statement.Meaning of “published”
29. In this Part, “published” includes publication in a prospectus, in an annual report or on the SGXNET.Part VITHe OFFER AND LISTINGOffer and Listing Details
30. Indicate the price at which the units are being offered and the amount of any expense specifically charged to the subscriber or purchaser. If it is not possible to state the offer price at the date of lodgment of the offer information statement, the method by which the offer price is to be determined must be explained.
31. If —
any of the Scheme’s participants have pre-emptive rights to subscribe for or purchase the units being offered; and
the exercise of the rights by the participant is restricted, withdrawn or waived,indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of such restriction, withdrawal or waiver, if any, and the basis for the offer price.
32. If units in the Scheme and of the same class as those being offered are listed for quotation on any approved exchange —
in a case where the first-mentioned units have been listed for quotation on the approved exchange for at least 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the first-mentioned units —
for each of the 12 calendar months immediately preceding the calendar month in which the latest practicable date falls; and
for the period from the beginning of the calendar month which the latest practicable date falls to the latest practicable date;
in a case where the first-mentioned units have been listed for quotation on the approved exchange for less than 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the first-mentioned units —
for each calendar month immediately preceding the calendar month in which the latest practicable date falls; and (ii)for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date;
disclose any significant trading suspension that has occurred on the approved exchange during the 3 years immediately preceding the latest practicable date or, if the units have been listed for quotation for less than 3 years, during the period from the date on which the units were first listed on the approved exchange, to the latest practicable date; and
disclose information on any lack of liquidity, if the units are not regularly traded on the approved exchange.[S 669/2018 wef 08/10/2018]33. Where the units being offered are not identical to the units already issued in the same collective investment scheme, provide —
a statement of the rights, preferences and restrictions attached to the units being offered; and
an indication of the resolutions, authorisations and approvals by virtue of which the Manager may create or issue further units to rank in priority to or pari passu with the units being offered.Plan of Distribution
34. Indicate the amount, and outline briefly the plan of distribution, of the units that are to be offered otherwise than through underwriters. If the units are to be offered through the selling efforts of any broker or dealer, describe the plan of distribution and the terms of any agreement or understanding with such entities. If known, identify each broker or dealer that will participate in the offer and state the amount to be offered through each broker or dealer.
35. Provide a summary of the features of the underwriting relationship together with the amount of units being underwritten by each underwriter.Part VIIAdditional InformationStatements by Experts
36. Where a statement or report attributed to a person as an expert is included in the offer information statement, provide the name, address and qualifications of that person.
37. Where the offer information statement contains any statement (including what purports to be a copy of, or extract from, a report, memorandum or valuation) made by an expert —
state the date on which the statement was made;
state whether or not it was prepared by the expert for the purpose of incorporation in the offer information statement; and
include a statement that the expert has given and has not withdrawn his written consent to the issue of the offer information statement with the inclusion of the statement in the form and context in which it is included in the offer information statement.Consents from Issue Managers and Underwriters
38. Where a person is named in the offer information statement as the issue manager or underwriter (but not a sub-underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his written consent to being named in the offer information statement as the issue manager or underwriter, as the case may be, to the offer.Other matters
39. Include particulars of any other matters not disclosed under any other paragraph of this Schedule which could materially affect, directly or indirectly —
the operations or financial position or results of the Scheme; or
investments by participants of the Scheme.Part VIIIAdditional Information Required for Offer of Units by Way of Rights Issue
40. Provide —
the particulars of the rights issue;
the last day and time for splitting of the provisional allotment of the units to be issued pursuant to the rights issue;
the last day and time for acceptance of and payment for the units to be issued pursuant to the rights issue;
the last day and time for renunciation of and payment by the renouncee for the units to be issued pursuant to the rights issue;
the terms and conditions of the offer of units to be issued pursuant to the rights issue;
the particulars of any undertaking from the substantial participants of the Scheme to subscribe for their entitlements; and
if the rights issue is or will not be underwritten, the reason for not underwriting the issue.[S 669/2018 wef 08/10/2018]