Singapore legislation

Regulation 33

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

Regulation 33

Exemption from requirement for expert’s consent under section 249(1) of Act

Subregulation 1

Section 249(1) of the Act does not apply to a prospectus or profile statement that includes a relevant statement, if —

(a)

the prospectus or profile statement relates to an offer of securities or securities‑based derivatives contracts of an entity or a business trust; and

(b)

all of the conditions mentioned in paragraph (3) are satisfied.

Subregulation 2

Section 277(3) of the Act, read with section 249(1) of the Act, does not apply to an offer information statement mentioned in section 277(1) or (1AC) of the Act that includes a relevant statement, if —

(a)

the offer information statement relates to an offer of securities or securities‑based derivatives contracts of an entity or a business trust; and

(b)

all of the conditions mentioned in paragraph (3) are satisfied.

Subregulation 3

The conditions mentioned in paragraphs (1)(b) and (2)(b) are as follows:

(a)

the relevant statement —

(i)

is not made by the expert in connection with the offer concerned;

(ii)

is not made by the expert for the sole benefit of the entity or business trust concerned; and

(iii)

does not relate specifically to the affairs of the entity or business trust concerned;

(b)

the expert is a person whom the persons signing the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2) (as the case may be) reasonably believe to be an expert who —

(i)

has no material interest in the success of the issue or sale of the securities or securities‑based derivatives contracts; and

(ii)

is not acting at the instigation of, or by arrangement with, the entity concerned or the trustee‑manager of the business trust concerned (acting in its capacity as trustee‑manager of the business trust), a director or proposed director (or an equivalent person) of that entity or trustee‑manager, or a person who has a material interest in the success of the issue or sale of the securities or securities-based derivatives contracts;

(c)

the relevant statement is a correct and fair copy or a representation of, or an extract from, a statement made or information published by a source that the persons signing the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2) (as the case may be) reasonably believe to be reliable;

(d)

wherever the relevant statement appears in the prospectus or profile statement mentioned in paragraph (1) or the offer information statement mentioned in paragraph (2), there is included in the prospectus, profile statement or offer information statement, as the case may be —

(i)

a statement that the expert has not consented to the inclusion of the relevant statement for the purposes of section 249 of the Act, and is therefore not liable for the relevant statement under sections 253 and 254 of the Act;

(ii)

any disclaimer made by the expert, in relation to reliance on the contents of the relevant statement, that the persons signing the prospectus, profile statement or offer information statement (as the case may be) are reasonably aware of;

(iii)

a statement as to whether the persons signing the prospectus, profile statement or offer information statement (as the case may be) have verified the accuracy of the contents of the relevant statement;

(iv)

a statement as to whether the persons signing the prospectus, profile statement or offer information statement (as the case may be) have included the relevant statement in its proper form and context in the prospectus, profile statement or offer information statement (as the case may be); and

(v)

a proper citation identifying the source, and the location within the source, of the relevant statement, including, where available, the following details of the source:

(A)

each author or editor;

(B)

the title;

(C)

the publication date and every revision date;

(D)

where the source is published on a website, the uniform resource locator (URL) and version date.

Subregulation 4

In this regulation, “relevant statement” means a statement purporting to be made by, or to be based on a statement made by, an expert.