Regulation 18 — Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

Subregulation 1

For the purposes of regulation 17(1)(g), the advertisement or publication must be approved by —

(a)

the senior management of the person which disseminates or publishes, or causes the dissemination or publication, of the advertisement or publication, as the case may be;

(b)

an agent of the person mentioned in sub‑paragraph (a); or

(c)

a committee of the person mentioned in sub‑paragraph (a).

Subregulation 2

For the purposes of paragraph (1)(a), the advertisement or publication is approved by the senior management of the person only if every member of the senior management —

(a)

is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i)

regulation 17(1)(a) to (f); and

(ii)

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

(b)

records the member’s reasons for being so satisfied in writing; and

(c)

gives to the person that member’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub‑paragraph (b).

Subregulation 3

For the purposes of paragraph (1)(b), the advertisement or publication is approved by an agent of the person only if the agent —

(a)

is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i)

regulation 17(1)(a) to (f); and

(ii)

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

(b)

records the agent’s reasons for being so satisfied in writing; and

(c)

gives to the person the agent’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with the agent’s reasons mentioned in sub‑paragraph (b).

Subregulation 4

For the purposes of paragraph (1)(c), the advertisement or publication is approved by a committee of the person only if every member of the committee —

(a)

is satisfied that the advertisement or publication (as the case may be) complies with the requirements mentioned in —

(i)

regulation 17(1)(a) to (f); and

(ii)

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema;

(b)

records the member’s reasons for being so satisfied in writing; and

(c)

gives to the person that member’s written approval for the dissemination or publication of the advertisement or publication (as the case may be), together with that member’s reasons mentioned in sub‑paragraph (b).

Subregulation 5

In this regulation —

Definition

“agent”, in relation to a person (A), means another person who —

(a)

may or may not be a member of the senior management of A; and

(b)

is unanimously appointed in writing by every member of the senior management of A —

(i)

to determine whether an advertisement or a publication in respect of an offer or intended offer of securities or securities‑based derivatives contracts complies with the requirements mentioned in —

(A)

regulation 17(1)(a) to (f); and

(B)

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema; and

(ii)

to approve the dissemination or publication of the advertisement or publication (as the case may be) by A;

Definition

“committee”, in relation to a person (A), means a group of at least 2 persons, each of whom may or may not be a member of the senior management of A, that is unanimously appointed in writing by every member of the senior management of A —

(a)

to determine whether an advertisement or a publication in respect of an offer or intended offer of securities or securities-based derivatives contracts complies with the requirements mentioned in —

(i)

regulation 17(1)(a) to (f); and

(ii)

regulation 17(2), if the advertisement or publication (as the case may be) is one that is mentioned in section 251(8) of the Act, and is broadcast by means of any radio, television or broadcasting service, or shown in any cinema; and

(b)

to approve the dissemination or publication of the advertisement or publication (as the case may be) by A;

Definition

“member of the senior management” —

(a)

in relation to a person which is an entity, means an individual for the time being holding the office of —

(i)

chief executive officer, or an equivalent person, of the entity; or

(ii)

executive director, or an equivalent person, of the entity,and includes an individual carrying out the duties of any such office, if the office is vacant; and

(b)

in relation to a person which is a manager of a trust or a trustee‑manager of a business trust, means an individual for the time being holding the office of —

(i)

chief executive officer, or an equivalent person, of the manager of the trust or the trustee‑manager of the business trust, as the case may be; or

(ii)

executive director, or an equivalent person, of the manager of the trust or the trustee‑manager of the business trust, as the case may be,and includes an individual carrying out the duties of any such office, if the office is vacant.