Singapore legislation
Regulation 8
Regulation 8
Debenture issuance programme
Subregulation 1
Subject to paragraphs (2) to (8), for the purposes of section 240A(8) of the Act, the provisions of Subdivision (2) of Division 1 of Part XIII of the Act apply, to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, with the following modifications:
a reference to a prospectus is to be construed as a reference to —
the base prospectus applicable to every offer under the debenture issuance programme (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the base prospectus);
the pricing statement in relation to the offer (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the pricing statement); or
both the base prospectus and the pricing statement, in accordance with Part 1 of the Third Schedule;
a reference to a profile statement is to be construed as a reference to —
the base profile statement applicable to every offer under the debenture issuance programme (called in this paragraph, paragraphs (2) to (8) and the Third Schedule the base profile statement); or
both the base profile statement and the pricing statement,in accordance with Part 2 of the Third Schedule;
a reference in sections 240(2), (3) and (9) and 251(3) and (4) of the Act to a preliminary document is to be construed as a reference to —
the preliminary base prospectus applicable to every offer under the debenture issuance programme (called in this paragraph and the Third Schedule the preliminary base prospectus);
the preliminary base prospectus and the preliminary pricing statement in relation to the offer (called in this paragraph and the Third Schedule the preliminary pricing statement); or
the base prospectus and the preliminary pricing statement,in accordance with Part 3 of the Third Schedule.
Subregulation 2
For the purposes of section 240A(8) of the Act, section 241(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:“(1) If, after a base prospectus and a pricing statement, or a base profile statement and a pricing statement, are registered but before the close of the offer of securities or securities‑based derivatives contracts, the person making that offer becomes aware of —
a false or misleading statement in the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be;
an omission from the base prospectus, pricing statement or base prospectus and pricing statement of any information that should have been included in it under section 243, or an omission from the base profile statement, pricing statement or base profile statement and pricing statement of any information that should have been included in it under section 246, as the case may be; or
a new circumstance that —
has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be, was lodged with the Authority; and
would have been required —
by section 243 to be included in the base prospectus, pricing statement or base prospectus and pricing statement, as the case may be; or
by section 246 to be included in the base profile statement, pricing statement or base profile statement and pricing statement, as the case may be,if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, as the case may be, was lodged,and that is materially adverse from the point of view of an investor, the person may lodge a supplementary or replacement base prospectus, pricing statement, base prospectus and pricing statement, as the case may be, or a supplementary or replacement base profile statement or base profile statement and pricing statement, as the case may be (called in this section a supplementary or replacement document, as the case may be), with the Authority.”.
Subregulation 3
For the purposes of section 240A(8) of the Act, section 241(2) and (3) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:“(2) At the beginning of a supplementary document, there must be —
a statement that it is a supplementary base prospectus, supplementary pricing statement, supplementary base prospectus and pricing statement, supplementary base profile statement or supplementary base profile statement and pricing statement, as the case may be;
an identification of the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it supplements;
an identification of any previous supplementary document lodged with the Authority in relation to the offer; and
a statement that it is to be read together with the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it supplements and any previous supplementary document in relation to the offer.(3) At the beginning of a replacement document, there must be —
a statement that it is a replacement base prospectus, replacement pricing statement, replacement base prospectus and pricing statement, replacement base profile statement or replacement base profile statement and pricing statement, as the case may be; and
an identification of the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement it replaces.”.
Subregulation 4
For the purposes of section 240A(8) of the Act, section 241(6) and (6B) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:“(6) For the purposes of the application of this Division to events that occur after the lodgment of the supplementary document —
where the supplementary document is a supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement, the base prospectus and pricing statement in relation to the offer shall be taken to be the original base prospectus and pricing statement together with the supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement, as the case may be, and any previous supplementary base prospectus, supplementary pricing statement or supplementary base prospectus and pricing statement in relation to the offer; and
where the supplementary document is a supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement, the base profile statement and pricing statement in relation to the offer shall be taken to be the original base profile statement and pricing statement together with the supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement, as the case may be, and any previous supplementary base profile statement, supplementary pricing statement or supplementary base profile statement and pricing statement in relation to the offer.(6B) For the purposes of the application of this Division to events that occur after the lodgment of the replacement document —
where the replacement document is a replacement base prospectus, the base prospectus and pricing statement in relation to the offer is taken to be the replacement base prospectus and the original pricing statement;
where the replacement document is a replacement base prospectus and pricing statement, the base prospectus and pricing statement in relation to the offer is taken to be the replacement base prospectus and pricing statement;
where the replacement document is a replacement base profile statement, the base profile statement and pricing statement in relation to the offer is taken to be the replacement base profile statement and the original pricing statement;
where the replacement document is a replacement base profile statement and pricing statement, the base profile statement and pricing statement in relation to the offer is taken to be the replacement base profile statement and pricing statement; and
where the replacement document is a replacement pricing statement —
the base prospectus and pricing statement in relation to the offer is taken to be the original base prospectus and the replacement pricing statement; and
the base profile statement and pricing statement in relation to the offer is taken to be the original base profile statement and the replacement pricing statement.”.
Subregulation 5
For the purposes of section 240A(8) of the Act, section 242(1) and (2) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:“(1) If a base prospectus and a pricing statement have been registered and —
the Authority is of the opinion that the base prospectus, pricing statement or base prospectus and pricing statement contains or contain a false or misleading statement;
there is an omission from the base prospectus, pricing statement or base prospectus and pricing statement of any information that is required to be included in it under section 243;
the Authority is of the opinion that the base prospectus, pricing statement or base prospectus and pricing statement does or do not comply with the requirements of this Act; or
the Authority is of the opinion that it is in the public interest to do so,the Authority may, by an order in writing (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the base prospectus and pricing statement relate, direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold.(2) If a base profile statement and a pricing statement have been registered and —
the Authority is of the opinion that the base profile statement, pricing statement or base profile statement and pricing statement contains or contain a false or misleading statement;
there is an omission from the base profile statement, pricing statement or base profile statement and pricing statement of any information that is required to be included in it under section 246;
the Authority is of the opinion that the base profile statement, pricing statement or base profile statement and pricing statement does or do not comply with the requirements of this Act; or
the Authority is of the opinion that it is in the public interest to do so,the Authority may, by an order in writing (called in this section a stop order) served on the person making the offer of securities or securities‑based derivatives contracts to which the base profile statement and pricing statement relate, direct that no or no further securities or securities‑based derivatives contracts be allotted, issued or sold.”.
Subregulation 6
For the purposes of section 240A(8) of the Act, section 252(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:“(1) A person mentioned in section 254(3) (other than paragraph (a)) shall notify in writing the person making the offer of securities or securities‑based derivatives contracts, as soon as practicable, if he becomes aware at any time after the base prospectus and pricing statement, or the base profile statement and pricing statement, are registered by the Authority but before the close of the offer that —
a statement in the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement is false or misleading;
there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or
a new circumstance —
has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and
would have been required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,and the failure to so notify would have been materially adverse from the point of view of an investor.”.
Subregulation 7
For the purposes of section 240A(8) of the Act, section 253(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows:“(1) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a base prospectus and a pricing statement, or a base profile statement and a pricing statement, or, in the case of an offer mentioned in section 280, where a base prospectus and a pricing statement, or a base profile statement and a pricing statement, are prepared and issued in relation to the offer, and —
a false or misleading statement is contained in —
the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement; or
any application form for the securities or securities‑based derivatives contracts;
there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or
there is an omission to state a new circumstance that —
has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and
would have been required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,the persons mentioned in subsection (4) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.”.
Subregulation 8
For the purposes of section 240A(8) of the Act, section 254(1) of the Act, when applied to an offer of debentures or units of debentures (other than continuously issued structured notes) that is part of a debenture issuance programme, is modified to read as follows: “(1) Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a base prospectus and a pricing statement, or a base profile statement and a pricing statement, or, in the case of an offer mentioned in section 280, where a base prospectus and a pricing statement, or a base profile statement and a pricing statement, are prepared and issued in relation to the offer, and —
a false or misleading statement is contained in —
the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement; or
any application form for the securities or securities‑based derivatives contracts;
there is an omission to state any information required to be included in the base prospectus, pricing statement or base prospectus and pricing statement under section 243, or there is an omission to state any information required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be; or
there is an omission to state a new circumstance that —
has arisen since the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority; and
would have been required by section 243 to be included in the base prospectus, pricing statement or base prospectus and pricing statement, or required to be included in the base profile statement, pricing statement or base profile statement and pricing statement under section 246, as the case may be, if it had arisen before the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement was or were lodged with the Authority,the persons mentioned in subsection (3) shall be liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the base prospectus, pricing statement, base prospectus and pricing statement, base profile statement or base profile statement and pricing statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or omission.”.
Subregulation 9
For the purposes of section 240A(8) of the Act, the provisions of Subdivision (2) of Division 1 of Part XIII of the Act apply to an offer of continuously issued structured notes that is part of a debenture issuance programme with the following modifications:
a reference to a prospectus is to be construed as a reference to the base prospectus applicable to every offer under the debenture issuance programme;
a reference to a profile statement is to be construed as a reference to the base profile statement applicable to every offer under the debenture issuance programme;
a reference in sections 240(2), (3) and (9) and 251(3) and (4) of the Act to a preliminary document is to be construed as a reference to the preliminary base prospectus applicable to every offer under the debenture issuance programme.