Singapore legislation
Schedule 10
Schedule 10
Particulars to be included under section 243(1) of Act in prospectus for offer of debentures or units of debentures in case mentioned in regulation 9(3)(d)
TENTH SCHEDULERegulations 2(3), 9(3)(d) and 41(2)(f)Particulars to be included under section 243(1) of Act in prospectus for offer of debentures or units of debentures in case mentioned in regulation 9(3)(d)Part 1FRONT COVER1. On the front cover of the prospectus, provide —
the date of registration of the prospectus or, in the case of a supplementary prospectus or replacement prospectus, the date of lodgment of the supplementary prospectus or replacement prospectus; (b)the following statements:
“This document is important. Before making any investment in the securities being offered, you should consider the information provided in this document carefully, and consider whether you understand what is described in this document. You should also consider whether an investment in the securities being offered is suitable for you, taking into account your investment objectives and risk appetite. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. You are responsible for your own investment choices.”; (ii)“A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the debentures or units of debentures, as the case may be, being offered for investment.”;
the name of the entity (called in this Schedule the relevant entity) in respect of which the debentures or units of debentures, as the case may be, are being offered, and its country of incorporation or constitution; and
a statement that no debentures or units of debentures, as the case may be, may be allotted or allocated on the basis of the prospectus later than 6 months after the date of registration of the prospectus by the Authority.Part 2IDENTITY OF DIRECTORS, KEY EXECUTIVES, GUARANTOR ENTITIES, ADVISERS AND AGENTSDirectors and Key Executives
1. Provide the names, addresses and occupations of each of the directors or equivalent persons and key executives of the relevant entity. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.Advisers
2. Provide 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.Guarantor Entity
3. In the case of a guaranteed debenture issue, provide the name and address of the guarantor entity.Auditors
4. Provide the names, addresses and professional qualifications (including any membership in a professional body) of the relevant entity’s auditors for the 2 most recently completed financial years. If applicable, provide also the name, address and professional qualifications (including any membership in a professional body) of any other auditor engaged by the relevant entity in relation to the requirements under Parts 5 and 8 of this Schedule. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.
5. In a case where 2 or more persons are engaged by the relevant entity or guarantor entity to jointly audit, report on or prepare financial information for the relevant entity or guarantor entity, as the case may be, all of these persons are treated as auditors for the purposes of the requirements under Parts 5 and 8 of this Schedule if at least one of these persons satisfies the definition of auditor in section 2(1) of the Act.Registrars and Agents
6. Provide the names and addresses of the relevant entity’s paying agents, registrars, transfer agents and receiving bankers for the debentures or units of debentures, as the case may be, being offered.Representative for Debenture Holders
7. Provide the name and address of the trustee, fiscal agent or any other representative for the debenture holders, and the main terms of the document governing such trusteeship or representation, including provisions concerning the functions, rights and obligations of the trustee, fiscal agent or representative. Disclose any conditions precedent or other requirements that are to be satisfied before the trustee, fiscal agent or representative will —
enforce a lien against the property of the relevant entity;
act on behalf of the debenture holders; or
take any action at the request of the debenture holders.
8. If, in the reasonable opinion of the directors or equivalent persons, the trustee or representative for the debenture holders has a material relationship with the relevant entity which could cause a conflict to arise between the trustee’s or representative’s interest as a trustee or representative for the debenture holders and the trustee’s or representative’s other interests, describe the nature and terms of such relationship and explain why the directors or equivalent persons of the relevant entity still consider the appointment to be appropriate.Part 3OFFER STATISTICS AND TIMETABLEOffer Statistics
1. For each method of offer, state —
where the amount of subscriptions that are being sought is fixed at the time of registration of the prospectus by the Authority —
that amount; and
where applicable, the fact that that amount may be reduced, and how and when the relevant entity will inform investors of the final amount of subscriptions sought;
where the amount of subscriptions that are being sought is not fixed at the time of registration of the prospectus by the Authority —
the range of that amount; and
how and when the relevant entity will inform investors of the final amount of subscriptions sought;
the nature and denomination of the debentures or units of debentures, as the case may be, being offered;
where the number of debentures or units of debentures being offered is fixed at the time of registration of the prospectus by the Authority —
that number; and
where applicable, the fact that that number may be reduced, and how and when the relevant entity will inform investors of the final number of debentures or units of the debentures, as the case may be, offered;
where the number of debentures or units of debentures being offered is not fixed at the time of registration of the prospectus by the Authority —
the range of that number; and
how and when the relevant entity will inform investors of the final number of debentures or units of debentures, as the case may be, offered;
the face value of the debentures or units of debentures being offered; and
the currency of the issue and, if the issue is payable in any other currency, that fact.
2. To avoid doubt, where the amount of debentures or units of debentures can be increased beyond the range of number of debentures or units of debentures stated in paragraph 1(e)(i) of this Part, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, the amount that the offer can be increase by must be disclosed pursuant to paragraph 7 of Part 9 of this Schedule.Method and Timetable
3. Provide the information mentioned in paragraphs 4 to 8 of this Part 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.
4. 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 the registration of the prospectus by the Authority, 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 of the offer period must be made public.
5. State the method and time limit for paying up for the debentures or units of debentures, as the case may be, being offered.
6. State, where applicable, the methods of and time limits for —
the delivery of the documents evidencing title to the debentures or units of debentures, as the case may be, being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and
the book-entry transfers of the debentures or units of debentures, as the case may be, being offered in favour of subscribers or purchasers.
7. In the case of any pre-emptive rights to subscribe for or purchase the debentures or units of debentures, as the case may be, 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.
8. Provide a full description of the manner in which results of the allotment or allocation of the debentures or units of debentures, as the case may be, being offered are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).Part 4KEY INFORMATIONPrincipal Terms and Conditions
1. Provide the following information on the debentures or units of debentures, as the case may be, being offered:
the yield, a summary of the method by which that yield is calculated, the issue and redemption prices, the nominal interest rate and —
if the nominal interest rate is a floating rate, how the rate is calculated; or
if several or variable interest rates are provided for, the conditions for changes in the rate;
the date from which interest accrues, and the interest payment dates;
the procedures for, and validity period of, claims for payment of interest and repayment of the principal sum;
if the principal sum of, or the interest on, the debentures or units of debentures, as the case may be, is payable in any currency other than the currency of the issue, that fact;
where the principal sum of, or the interest on, the debentures or units of debentures, as the case may be, may be paid in more than one currency —
the persons who have the power to determine —
the currency or currencies in which payment is to be made; and
the applicable currency exchange rates; and (ii)the basis on which each determination in sub‑paragraph (i) will be made;
the final repayment date and, where there is any option for early repayment —
that fact;
whether the option is exercisable at the option of the relevant entity or of the holder of the debentures or units of debentures; and
the early repayment date;
details of the arrangements for the amortisation or early redemption of the debentures or units of debentures, as the case may be, including procedures to be adopted;
a description of any subordination or seniority of the issue to other debts of the relevant entity already incurred or to be incurred;
where the rights of the holders of the debentures or units of debentures, as the case may be, will be subordinated to other security holders or creditors —
the aggregate amount of outstanding indebtedness that ranks in priority to the debentures or units of debentures being offered, as of the latest practicable date; or
where there is no limit on the creation of additional indebtedness that ranks in priority to the debentures or units of debentures being offered, that fact;
the rights conferred upon the holders of the debentures or units of debentures, as the case may be, including rights in respect of interest and redemption, and whether these rights may be materially limited or qualified by the rights of any other class of security holders or creditors;
the particulars of any security, including provisions relating to the release or substitution of the security, if applicable, and where the security is in the form of a fixed asset, any requirement for the maintenance of that asset;
the particulars of any significant covenant, including those concerning subsequent issues of other forms, or subsequent series of debentures or units of debentures;
a statement as to whether or not the relevant entity has any right to create any additional charge over any of the assets subject to a charge to secure the repayment of the debentures or units of debentures, as the case may be, being an additional charge that will rank in priority to or equally with the charge to secure the repayment of the debentures or units of debentures, as the case may be, and, if there is any such right, particulars of its nature and extent;
the nature and scope of any guarantee, surety or commitment intended to ensure that the issue will be duly serviced with regard to both the principal sum of and the interest on the debentures or units of debentures, as the case may be; and the material terms and conditions of any such guarantee, surety or commitment (including all conditions for the application of that guarantee, surety or commitment);
any legislation under which the debentures or units of debentures, as the case may be, have been created, and the governing law and the competent courts in the event of litigation;
definition of events constituting defaults, the remedies available in the event of default, and the effect (if any) of a default on the acceleration of the maturity of the debentures or units of debentures, as the case may be; (q)information on when holders of the debentures or units of debentures are able to take action to enforce their claims; (r)the procedures and actions to be taken by the relevant entity, guarantor entity, trustee, fiscal agent or any other representative for the debenture holders (as the case may be) in the event of a default or potential event of default, including —
the communication plans with debenture holders;
whether any meeting of debenture holders will be convened by the relevant entity, guarantor entity, trustee, fiscal agent or other representative for the debenture holders;
whether the trustee, fiscal agent or any other representative for the debenture holders is bound to take steps to ascertain whether there is an event of default or a potential event of default; and
the conditions to be fulfilled in order for the trustee or other representative for the debenture holders to take action on behalf of those debenture holders or at the request of those debenture holders, including any threshold of approval or instruction and any pre‑funding or indemnification requirement;
provisions setting out how the terms and conditions of the debentures or units of debentures, as the case may be, or the rights of the holders of the debentures or units of debentures, may be modified; (t)the consequences of any failure to make payments that does not constitute an event of default, and the remedies available (under the terms of the debentures or units of debentures, as the case may be, or the applicable law) for any such failure.Periodic Disclosures
2. State whether or not the relevant entity and its guarantor entity are required under the terms of the document governing trusteeship or representation of the debenture holders or under any applicable law to make periodic disclosures of its financial statements or other information so as to enable holders of the debentures or units of debentures, as the case may be, to assess the relevant entity’s and its guarantor entity’s ability to fulfil their respective obligations under the debentures or units of debentures, as the case may be.Credit Rating
3. If the relevant entity, its guarantor entity or the debentures or units of debentures being offered have been given a credit rating by a credit rating agency, disclose —
the name of the credit rating agency; (b)the credit rating (including whether it is a short-term or long‑term credit rating); (c)whether any fee or benefit of any kind has been paid by the relevant entity, its guarantor entity or any of their related parties, to the credit rating agency in consideration for the credit rating assessment; and (d)the date on which the credit rating was given.
4. If a credit rating is disclosed under paragraph 3 of this Part, provide the following information:
a statement whether the credit rating is current as of the date of registration of the prospectus;
a statement that if there is any change in the credit rating after the date of registration of the prospectus to the close of the offer, the relevant entity will lodge a supplementary or replacement prospectus to update the credit rating;
a statement that the credit rating is not a recommendation to invest in the debentures or units of debentures, as the case may be, and investors should perform their own evaluation as to whether the investment is appropriate;
a statement that the credit rating may be revised or withdrawn at any time;
a statement that the credit rating is a statement of opinion;
a statement stating the specific publicly available sources where the following information can be obtained:
the rating methodology used by the credit rating agency; (ii)the relative ranking of the credit rating; (iii)an explanation of the meaning and limitations of the credit rating;
if the credit rating is a “preliminary”, “provisional” or “expected” rating, the status of that designation and its implications on the relevant entity or the debentures or units of debentures being offered or, in the case of a guaranteed debenture issue, its implications on the relevant entity, its guarantor entity or the debentures or units of debentures being offered; (g)if the credit rating is a “preliminary”, “provisional” or “expected” rating, a statement undertaking to announce the final rating when it is available; (h)if the credit rating is below BBB by Fitch Ratings, Baa by Moody’s Investors Service, BBB by Standard and Poor’s Ratings Services, or an equivalent rating by any other credit rating agency, provide the following statement:“This rating is a non‑investment grade credit rating.”
5. If all of the relevant entity, its guarantor entity, and the debentures or units of debentures (as the case may be) being offered have not been given a credit rating by a credit rating agency, state that fact and provide a statement that not having a credit rating means that no independent assessment by a credit rating agency of the default risk of the relevant entity, its guarantor entity, and the debentures or units of debentures (as the case may be) being offered has been made.Use of Proceeds from Offer and Expenses Incurred
6. In the same section, provide the information set out in paragraphs 7 to 11 of this Part.
7. Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (called in this paragraph and paragraph 8 of this Part the net proceeds). Where only a part of the net proceeds will go to the relevant entity, indicate the amount of the net proceeds that will be raised by the relevant entity. If none of the proceeds will go to the relevant entity, provide a statement of that fact.
8. Disclose how the net proceeds raised by the relevant entity 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 relevant entity, must be raised by the offer of debentures or units of debentures, as the case may be.
9. If any material part of the proceeds to be raised by the relevant entity will be used, directly or indirectly, to acquire or refinance the acquisition of any asset, business or entity, briefly describe the asset, business or entity and state its purchase price. Provide information on the status of the acquisition and the estimated completion date. Where funds have already been expended for the acquisition, state the amount that has been paid by the relevant entity, or, if the relevant entity is the holding company or holding entity of a group, the amount that has been paid by the relevant entity or any other entity in the group as at the latest practicable date. If the asset, business or entity has been or will be acquired from an interested person of the relevant entity, identify the interested person and state how the cost to the relevant entity is or will be determined and whether the acquisition is on an arm’s length basis.
10. If any material part of the proceeds to be raised by the relevant entity will be used to discharge, reduce or retire the indebtedness of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group, 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.
11. Disclose —
the amount of discount or commission per debenture or per unit of debenture, as the case may be, agreed upon between —
the underwriter or other placement or selling agent in relation to the offer; and
the relevant entity or holder of debentures or units of debentures of the relevant entity selling such debentures or units of debentures;
the major expenses incurred in connection with the offer and the issue and distribution of the debentures or units of debentures, as the case may be (in absolute terms and as a percentage of the total amount of the offer) that are payable by, or on behalf of, the relevant entity, in a reasonably itemised statement; and
if any expenses are to be paid by a person on behalf of the relevant entity, the identity of the person.Risk Factors
12. Disclose, in a specific section with the heading “Risk Factors”, the risk factors that are specific to the relevant entity and its industry as well as the debentures or units of debentures, as the case may be, being offered, which had materially affected, or could materially affect, directly or indirectly, the relevant entity’s ability to fulfil its obligations to holders of the debentures or units of debentures, as the case may be, or the price or value of the debentures or units of debentures, or both. In the case of a guaranteed debenture issue, provide also such information in respect of the guarantor entity.Part 5INFORMATION ON THE RELEVANT ENTITYHistory of the Relevant Entity
1. Provide the following information:
the date of incorporation or constitution and, where the constituent documents of the relevant entity provide a limit as to the duration for which the relevant entity is to exist, such duration;
the legal form of the relevant entity, the legislation under which it operates, the address and telephone and facsimile numbers of its registered office and principal place of business (if different from those of its registered office), and the email address of the relevant entity or a representative of the relevant entity;
the length of time for which the business of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group has been carried on; (d)a description of any recent events particular to the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any recent events particular to any entity of the group, which is material to the evaluation of the solvency of the relevant entity or its ability to meet its obligations to holders of the debentures or units of debentures, as the case may be.Organisational Structure
2. If the relevant entity is part of a group, briefly describe the group, and the relevant entity’s position within the group. If the relevant entity is dependent (whether wholly or partly) on other entities within the group for its profitability and viability, identify such entities and explain the dependence.Business Overview and Financial Review
3. Provide the following information in respect of the relevant entity:
the nature of the operations and principal activities;
the main categories of products sold and services performed and any significant new products or services;
the principal markets in which the relevant entity competes;
the net sales or revenue of the relevant entity for the 2 most recently completed financial years;
in respect of each financial year for which audited financial statements have been included in the prospectus and any interim period for which interim financial statements have been included in the prospectus, any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant entity, the extent to which the profit or loss before tax was so affected, and any other significant component of revenue or expenditure necessary to understand the profit or loss before tax for each of these financial periods; (f)a summary on whether the business or profitability of the relevant entity is materially dependent on any patent or licence, industrial, commercial or financial contract (including a contract with a customer or supplier) or new manufacturing process.
4. In paragraph 3 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.
5. Where the relevant entity has made any statement in the prospectus regarding its position in comparison with its competitors, disclose the basis for such statement.Liquidity and Capital Resources
6. Provide the following information regarding liquidity (both short and long term) in respect of the relevant entity:
a statement by the directors or equivalent persons of the relevant entity as to whether, in their reasonable opinion, the working capital available to the relevant entity, as at the date of lodgment of the prospectus, is sufficient for at least the next 12 months and, if insufficient, how the additional working capital, considered by the directors or equivalent persons to be necessary, is proposed to be provided;
a brief evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of —
the most recently completed financial year for which audited cash flow statements have been included in the prospectus; and
if an interim cash flow statement has been included in the prospectus, the period covered by the interim cash flow statement;
a summary of the nature and extent of any legal, financial or economic restriction on the ability of a subsidiary or subsidiary entity of the relevant entity to transfer funds to the relevant entity in the form of cash dividends, loans or advances, and the impact such restrictions have had or are expected to have on the ability of the relevant entity to meet its cash obligations;
if the relevant entity or any other entity in the group 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 relevant entity’s financial position and results or business operations, or the investments by holders of debentures or units of debentures, as the case may be, of the relevant entity —
a statement of that fact;
details of the credit arrangement or bank loan; and
any action taken or to be taken by the relevant entity or other entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable); (e)in the case of a guaranteed debenture issue, the information mentioned in sub‑paragraphs (a) to (d) in respect of the guarantor entity.
7. When ascertaining for the purposes of paragraph 6(a) of this Part whether working capital is sufficient, any financing facilities which are not available as at the date of lodgment of the prospectus must not be included, but net proceeds from the offer may be taken into account if the offer is fully underwritten. Where the offer is not fully underwritten, minimum net proceeds may be included only if it is an express condition of the offer that minimum net proceeds are to be raised and that the application moneys will be returned to investors if the minimum net proceeds are not raised.
8. Provide information on —
any material capital investment, including the amount invested, from the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements) to and including the latest practicable date;
any material commitment for capital expenditures as of the latest practicable date, including the general purpose of such commitment and the anticipated source of funds needed to fulfil such commitment; and
any other material capital investment which is being planned for or in progress as of the latest practicable date, including the method of financing.
9. Where the amount of trade receivables is material, provide information on the relevant entity’s credit policy, the circumstances under which credit terms may be extended, the average collection period for each of the 2 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus, and any material exposure to doubtful trade receivables for each of the 2 most recently completed financial years and any interim period for which interim financial statements have been included in the prospectus. If the amount of trade receivables as at the end of the most recently completed financial year or as at the end of any interim period for which interim financial statements have been included in the prospectus, was material, state the amount which has been collected as of the latest practicable date.
10. In paragraphs 6 and 9 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.Trend Information and Profit Forecast or Profit Estimate
11. Where there has been a material adverse change in the business and financial prospects since the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements), provide details of this material adverse change. If there has been no material adverse change, provide an appropriate statement to that effect.
12. Discuss any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources for at least the current financial year, or that may cause financial information disclosed in the prospectus to be not necessarily indicative of the future operating results or financial condition of the relevant entity. If there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect.
13. Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors or equivalent persons of the relevant entity have based their profit forecast or profit estimate, as the case may be.
14. Where a profit forecast is disclosed, include a statement by an auditor of the relevant entity as to whether the profit forecast is properly prepared on the basis of the assumptions mentioned in paragraph 13 of this Part, is consistent with the accounting policies adopted by the relevant entity, and is presented in accordance with the accounting standards adopted by the relevant entity in the preparation of its financial statements.
15. Where the profit forecast disclosed is in respect of a period ending on a date not later than the end of the current financial year of the relevant entity, provide in addition to the statement mentioned in paragraph 14 of this Part —
a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, that the profit forecast has been stated by the directors or equivalent persons of the relevant entity after due and careful enquiry and consideration; or
a statement by an auditor of the relevant entity, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 13 of this Part 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 the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.
16. Where the profit forecast disclosed is in respect of a period ending on a date after the end of the current financial year of the relevant entity, provide in addition to the statement mentioned in paragraph 14 of this Part —
a statement by the issue manager to the offer, or by any other person whose profession or reputation gives authority to the statement made by that person, prepared on the basis of an examination by that issue manager or person of the evidence supporting the assumptions mentioned in paragraph 13 of this Part, to the effect that no matter has come to the attention of that issue manager or person which gives that issue manager or person reason to believe that the assumptions do not provide reasonable grounds for the profit forecast; or
a statement by an auditor of the relevant entity, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 13 of this Part 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 the auditor’s attention which gives the auditor reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.
17. In paragraphs 12, 14, 15 and 16 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.Part 6CONTROLLING PERSONS, DIRECTORS, KEY EXECUTIVES AND EMPLOYEESDirectors and Key Executives
1. Provide the following information with respect to each of the directors or equivalent persons and key executives of the relevant entity:
name, brief summary of past working experience, educational and professional qualifications, if any, and areas of expertise or responsibility in the relevant entity or, if the relevant entity is the holding company or holding entity of a group, in the group; (b)each principal business activity performed outside the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the group and each principal directorship or equivalent position held at present other than in the relevant entity.Controlling Persons
2. To the extent known to the relevant entity, state whether the relevant entity is directly or indirectly owned or controlled, whether severally or jointly, by any person or government, and if so, give the name of such person or government, and briefly describe the nature of such control, including the amount and proportion of capital held giving a right to vote.Material Background Information
3. Disclose the following matters concerning a director or an equivalent person, a key executive, or a controlling shareholder or controlling interest‑holder of the relevant entity:
whether at any time during the last 10 years, an application or a petition under any bankruptcy laws of any jurisdiction was filed against him or her or against a partnership of which he or she was a partner at the time when he or she was a partner or at any time within 2 years after the date he or she ceased to be a partner;
whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he or she was a director or an equivalent person or a key executive, at the time when he or she was a director or an equivalent person or a key executive of that entity, or at any time within 2 years after the date he or she ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency;
whether there is any unsatisfied judgment against him or her;
whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such purpose;
whether he or she has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he or she is aware) for such breach;
whether at any time during the last 10 years, judgment has been entered against him or her in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his or her part, or he or she has been the subject of any civil proceedings (including any pending civil proceedings of which he or she is aware) involving an allegation of fraud, misrepresentation or dishonesty on his or her part;
whether he or she has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust;
whether he or she has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust;
whether he or she has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him or her from engaging in any type of business practice or activity;
whether he or she has ever, to his or her knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of —
any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere;
any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;
any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,in connection with any matter occurring or arising during the period when he or she was so concerned with the entity or business trust;
whether he or she has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.Service Contracts
4. Provide details of any existing or proposed service contract entered or to be entered into by the directors or equivalent persons of the relevant entity with the relevant entity or its subsidiary or subsidiary entity which provide for benefits upon termination of employment, or an appropriate negative statement.Part 7INTERESTED PERSON TRANSACTIONS AND INTERESTS OF EXPERTS, UNDERWRITERS AND FINANCIAL ADVISERSInterested Person Transactions
1. Provide the following information with respect to each transaction or loan, or proposed transaction or loan, between the beginning of the 2 most recently completed financial years and the latest practicable date, and between the entity at risk and an interested person of the relevant entity, which are material in the context of the offer:
the nature of the transaction and the quantum involved; (b)the amount of the loan (including a guarantee of any kind) made by the entity at risk or interested person to or for the benefit of the interested person or entity at risk respectively, such information to include the largest amount outstanding during the period covered, the amount outstanding as at the latest practicable date, the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan.
2. State —
for each transaction mentioned in paragraph 1 of this Part, whether or not the transaction has been or will be carried out on an arm’s length basis; and
for each loan mentioned in paragraph 1 of this Part, whether or not the loan was or will be made on an arm’s length basis.
3. Where transactions or loans between the entity at risk and an interested person of the relevant entity are similar and recurring in nature or could otherwise be grouped in a meaningful manner, the information required with respect to the transactions or loans in paragraphs 1 and 2 of this Part should be provided on an aggregate basis, if the aggregate of these transactions or loans are material in the context of the offer.Interests of Experts
4. If an expert named in the prospectus —
is employed on a contingent basis by the relevant entity or its subsidiary or subsidiary entity;
has a material interest, whether direct or indirect, in the shares, equity interests or debentures of the relevant entity or its subsidiary or subsidiary entity; or
has a material economic interest, whether direct or indirect, in the relevant entity, including an interest in the success of the offer,describe the nature and terms of such contingency or interest.Interests of Underwriters or Financial Advisers
5. If, in the reasonable opinion of the directors or equivalent persons, any underwriter or other financial adviser in relation to the offer has a material relationship with the relevant entity, describe the nature and terms of such relationship.Part 8FINANCIAL INFORMATION1.—
In this Part, unless the context otherwise requires —“annual financial statements” means any annual financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, any annual consolidated financial statements of the relevant entity or any annual combined financial statements of the group;“auditor” or “auditors” includes, where the relevant entity has engaged any auditor other than its own in relation to any requirement under this Part, that auditor;“common control business” means a business that —
at the time of registration of the prospectus, had been acquired by the relevant entity or any other entity in the group; and
immediately prior to its acquisition by the relevant entity or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant entity;“common control business trust” means a business trust that —
at the time of registration of the prospectus, had been acquired by the relevant entity or any other entity in the group; and
immediately prior to its acquisition by the relevant entity or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant entity;“common control entity” means an entity that —
at the time of registration of the prospectus, had been acquired by the relevant entity or any other entity in the group; and
immediately prior to its acquisition by the relevant entity or that other entity, was held and controlled, whether directly or indirectly, by a person who controls the relevant entity;“group” means —
where the relevant entity is a corporation, the group of which the relevant entity is the holding company; or
where the relevant entity is not a corporation, the group of which the relevant entity is the holding entity;“interim financial statements” means any interim financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, any interim consolidated financial statements of the relevant entity or any interim combined financial statements of the group;“underlying financial statements”, in relation to any financial statements which have been restated pursuant to paragraph 9(b)(i) of this Part (called in this definition the restated financial statements), means the financial statements that form the basis for the restated financial statements.(2) For the purposes of this Part, a person controls an entity, a business or a business trust if —
subject to sub‑paragraph (b), under the accounting standards adopted by the relevant entity in the preparation of its annual financial statements; or
where those annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, under the body of accounting standards in accordance with which those annual financial statements have been restated,had the relevant entity been a holding company or holding entity, the person would have been treated, in the preparation of any consolidated financial statements of the relevant entity or any combined financial statements of the group, as having the capacity to determine the outcome of decisions on the financial and operating policies relating to the entity, business or business trust.
2. In the case of a guaranteed debenture issue, the information required under this Part must also be given of the guarantor entity.Audited Financial Information
3. Subject to paragraphs 4 and 8 of this Part, provide —
in a case where the relevant entity or, if the relevant entity is a holding company or holding entity, the relevant entity or any other entity in the group has acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 2 most recently completed financial years of the relevant entity or group, as the case may be, and the date of registration of the prospectus by the Authority —
the annual financial statements of the relevant entity or, if the relevant entity is a holding company or holding entity, its annual consolidated financial statements or the annual combined financial statements of the group for the 2 most recently completed financial years; or
where —
the relevant entity has been in existence for less than 2 completed financial years or, if the relevant entity is a holding company or holding entity, neither the relevant entity nor any other entity in the group has been in existence for at least 2 completed financial years; and
no common control entity, common control business or common control business trust has been held and controlled, whether directly or indirectly, by a person who controls the relevant entity as at the end of the earliest of the 2 most recently completed financial years,the annual financial statements of the relevant entity or, if the relevant entity is a holding company or holding entity, its annual consolidated financial statements or the annual combined financial statements of the group for each financial year beginning with the financial year in which —
the relevant entity or, if the relevant entity is a holding company or holding entity, the relevant entity or any other entity in the group came into existence; or
any of the common control entities, common control businesses or common control business trusts was first held and controlled by a person who controls the relevant entity,whichever is earlier; or
in any other case, the annual financial statements of the relevant entity or, if the relevant entity is a holding company or holding entity, its annual consolidated financial statements for the 2 most recently completed financial years or, where the relevant entity has been in existence for less than 2 completed financial years, for each of the financial years during which it has been in existence.
4. If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year —
the annual financial statements for the most recently completed financial year need not be provided under paragraph 3 of this Part;
a reference to the 2 most recently completed financial years in paragraphs 3 and 8 of this Part is to be construed as a reference to the 2 completed financial years immediately preceding the most recently completed financial year; and
a reference to the most recently completed financial year in paragraphs 3 and 6 of this Part is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.
5. The annual financial statements to be provided under paragraph 3(a) of this Part must be prepared as if the common control entities, common control businesses or common control business trusts were, at the time they were held and controlled, whether directly or indirectly, by a person who controls the relevant entity, a part of the relevant entity or the group, as the case may be, for the relevant financial periods.
6. If any annual financial statements to be provided under paragraph 3 of this Part relate to a period other than 12 months due to a change in the financial year end of the relevant entity or the group, as the case may be, the annual financial statements in respect of that financial year and the financial years preceding that financial year must be provided on a restated 12‑month basis, so that the financial year end for each of the restated financial statements corresponds to the financial year end for the most recently completed financial year.
7. To avoid doubt, where the relevant entity or any other entity in the group has acquired any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust), the annual financial statements to be provided under paragraph 3 of this Part must include such asset, entity, business or business trust only from the date of its acquisition by the relevant entity or the other entity in the group, as the case may be.
8. The annual financial statements of the relevant entity or the group, as the case may be, need not be provided under paragraph 3 of this Part in respect of any financial year in which —
the relevant entity and, if the relevant entity had acquired any common control business between the beginning of the period comprising the 2 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control businesses; or
where the relevant entity is a holding company or holding entity, the group and, if the relevant entity or any other entity in the group had acquired any common control entity, common control business or common control business trust between the beginning of the period comprising the 2 most recently completed financial years and the date of registration of the prospectus by the Authority, all such common control entities, common control businesses and common control business trusts,were dormant or had not commenced any activity as at the end of that financial year.
9. Each of the annual financial statements to be provided under paragraph 3 of this Part must be —
prepared in accordance with the Singapore Financial Reporting Standards (International) (called in this Part SFRS(I)s), the International Financial Reporting Standards (called in this Part IFRS) or the US Generally Accepted Accounting Principles (called in this Part US GAAP); or
where the annual financial statements are not prepared in accordance with any body of accounting standards mentioned in sub‑paragraph (a) —
restated in accordance with any body of accounting standards mentioned in sub‑paragraph (a);
if no material adjustments are required to restate the annual financial statements in accordance with any body of accounting standards mentioned in sub‑paragraph (a), accompanied by an opinion from the auditors that this is so; or
prepared in accordance with such other body of accounting standards as may be approved in any particular case by the Authority.
10. Despite paragraph 9 of this Part, any of the annual financial statements to be provided under paragraph 3 of this Part that relates to a financial year that begins before 1 January 2018 may be prepared in accordance with the Financial Reporting Standards (called in this Part FRS), if the prospectus discloses ––
where all the annual financial statements to be provided under paragraph 3 of this Part relate to financial years that begin before 1 January 2017 ––
a description of the differences between the accounting treatment applied when preparing the annual financial statements for the most recently completed financial year in accordance with the FRS, and the accounting treatment applied when preparing those annual financial statements in accordance with the SFRS(I)s;
an audited reconciliation of net profit after tax for the most recently completed financial year prepared in accordance with the FRS, and the net profit after tax for that financial year prepared in accordance with the SFRS(I)s; and
an audited reconciliation of net assets for the most recently completed financial year prepared in accordance with the FRS, and the net assets for that financial year prepared in accordance with the SFRS(I)s; or
where any of the annual financial statements to be provided under paragraph 3 of this Part relates to a financial year that begins on or after 1 January 2017 but before 1 January 2018 ––
the annual financial statements relating to the financial year beginning before 1 January 2017, if any, that are prepared in accordance with the FRS;
the annual financial statements relating to the financial year beginning on or after 1 January 2017 but before 1 January 2018 that are prepared in accordance with the FRS, and accompanied by ––
an audited statement of reconciliation of the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the FRS, and the statement of profit or loss and other comprehensive income for the financial year prepared in accordance with the SFRS(I)s;
an audited statement of reconciliation of the statement of cash flows for the financial year prepared in accordance with the FRS, and the statement of cash flows for the financial year prepared in accordance with the SFRS(I)s;
an audited statement of reconciliation of the statement of financial position for the financial year prepared in accordance with the FRS, and the statement of financial position for the financial year prepared in accordance with the SFRS(I)s;
an audited statement of reconciliation of the statement of changes in equity for the financial year prepared in accordance with the FRS, and the statement of changes in equity for the financial year prepared in accordance with the SFRS(I)s; and
notes to describe any differences between the financial figures of the audited annual financial statements prepared in accordance with the FRS, and the financial figures of the annual financial statements prepared in accordance with the SFRS(I)s; and
the annual financial statements relating to the financial year beginning on or after 1 January 2018, if any, that are prepared in accordance with the SFRS(I)s.
11. State, in respect of each financial year, the body of accounting standards that was adopted by the relevant entity in the preparation of the annual financial statements to be provided under paragraph 3 of this Part for that financial year and, where the annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the body of accounting standards in accordance with which the underlying financial statements have been restated.
12. State, in respect of each financial year, the body of auditing standards that was adopted by the auditors of the relevant entity in the audit of the annual financial statements to be provided under paragraph 3 of this Part for that financial year or, where the annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the body of auditing standards that was adopted in the audit of the underlying financial statements.
13. Subject to paragraph 14 of this Part, each of the annual financial statements to be provided under paragraph 3 of this Part must be accompanied by —
the audit report in respect of the annual financial statements or, if the auditors have refused to issue an audit report in respect of the annual financial statements, a statement highlighting and providing the reasons for the auditors’ refusal;
a statement identifying the auditors who audited the annual financial statements and the membership or memberships of each auditor in any professional body or bodies; and
if the audit report in respect of the annual financial statements contains any material qualification, modification or disclaimer, a statement highlighting and providing the reasons for the qualification, modification or disclaimer in the prospectus.
14. Where any annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, state that fact and include in the prospectus in respect of each of the restated financial statements —
an opinion from the auditors of the relevant entity that nothing has come to their attention that causes them to believe that the restated annual financial statements have not been properly restated in all material respects in accordance with a body of accounting standards mentioned in paragraph 9(a) of this Part;
a statement of reconciliation between the restated annual financial statements and the audited underlying financial statements;
a statement identifying the auditors who audited the underlying financial statements and the membership or memberships of each auditor in any professional body or bodies;
either of the following:
a statement that the audit report for the underlying financial statements does not contain any material qualification;
if the audit report for the underlying financial statements contains any material qualification, modification or disclaimer, a statement setting out in full and providing the reasons for the qualification, modification or disclaimer, as the case may be;
a statement that the auditor for the underlying financial statements has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statements mentioned in sub‑paragraphs (c) and (d) in the form and context in which they are included in the prospectus; and
a statement that copies of the audited underlying financial statements are available for inspection at a specified place in Singapore for a period of at least 6 months after the date of registration of the prospectus by the Authority.
15. The annual financial statements to be provided under paragraph 3 of this Part or, where annual financial statements have been restated pursuant to paragraph 9(b)(i) of this Part, the underlying financial statements must be made up to a date not earlier than 12 months before the date of lodgment of the prospectus.Interim Financial Information
16. Provide the interim financial statements of the relevant entity or, where the relevant entity is a holding company or holding entity, of the group, if such financial statements are required to be prepared under any law or regulatory requirement applicable to the relevant entity.Pro Forma Financial Information
17. Where —
the relevant entity or, if the relevant entity is a holding company or holding entity, the relevant entity or any other entity in the group, has —
acquired or disposed of any asset or any entity, business or business trust (other than a common control entity, common control business or common control business trust); or
entered into any agreement to acquire or dispose of any asset or any entity, business or business trust (whether or not that entity, business or business trust is a common control entity, common control business or common control business trust),during the period between the beginning of the most recently completed financial year and the date of registration of the prospectus by the Authority and —
the net book value, or the absolute amount of the profit or loss before tax, of that asset, entity, business or business trust has or would have accounted for 10% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant entity or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or
the total net book value, or the total absolute amount of the profit or loss before tax, of all of those assets, entities, businesses and business trusts together have or would have accounted for 20% or more of the absolute amount of the net assets or net liabilities, or the profit or loss before tax, respectively, of the relevant entity or of the group (after adjusting for the effects of the group restructuring, where applicable), as the case may be, in respect of the most recently completed financial year; or
any significant change to the capital structure (including any material distribution) of the relevant entity, or, if the relevant entity is a holding company or holding entity, of the relevant entity or of any other entity or any business trust in the group, has occurred during the period between the end of the most recently completed financial year and the date of registration of the prospectus by the Authority,identify all assets, entities, businesses and business trusts mentioned in sub‑paragraph (a), if any, and state, in respect of the most recently completed financial year and, if interim financial statements of the relevant entity or of the group have been included in the prospectus, in respect of the period covered by the interim financial statements, the financial effect of all such acquisitions, disposals and significant changes, where the relevant entity is a corporation, on the earnings or loss per share, and the net assets or net liabilities per share, of the relevant entity or, if the relevant entity is the holding company of a group, on the earnings or loss, and the net assets or net liabilities, of the group divided by the number of shares of the relevant entity, or, where the relevant entity is not a corporation, on the earnings or loss per unit of equity interest, and the net assets or net liabilities per unit of equity interest, of the relevant entity or, if the relevant entity is the holding entity of a group, on the earnings or loss, and the net assets or net liabilities, of the group divided by the number of units of equity interest in the relevant entity.
18. In respect of the statement of financial effect under paragraph 17 of this Part, state —
that it is prepared for illustrative purposes only and based on certain assumptions after making certain adjustments;
that because of its nature, it may not give a true picture of —
the earnings or loss per share or per unit of equity interest, or the net assets or net liabilities per share or per unit of equity interest, of the relevant entity; or
the earnings or loss, or the net assets or net liabilities, of the group divided by the number of shares of, or the number of units of equity interests in, the relevant entity,as the case may be;
the basis, and any assumption, upon which it is prepared, and the source or sources of information used in the computation of the financial effect; and
any material adjustment made to the information used in the computation and the reason for the adjustment.
19. Include in the prospectus, an opinion from the auditors that —
the financial effect stated under paragraph 17 of this Part has been properly computed on the basis stated in paragraph 18(c) of this Part; and
each material adjustment made to the information used in the computation of a financial effect —
is appropriate for the purpose of the computation; and
is in accordance with generally accepted auditing standards in Singapore or such other body of auditing standards as may be approved in any particular case by the Authority.
20. If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the most recently completed financial year in paragraph 17 is to be construed as a reference to the financial year immediately preceding the most recently completed financial year.Change in Accounting Policies
21. Where there has been any material change to the relevant entity’s accounting policies, provide a summary of the material change and the reason for and quantitative impact of such change on the financial results of the relevant entity or, if the relevant entity is a holding company or holding entity, of the group for each of the 2 most recently completed financial years. If the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the 2 most recently completed financial years in this paragraph is a reference to the 2 most recently completed financial years immediately preceding the most recently completed financial year.Litigation
22. Provide information on 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 prospectus, a material effect on the financial position or profitability of the relevant entity or, where the relevant entity is a holding company or holding entity, of the group.Significant Changes
23. Disclose any event (other than any matter disclosed under paragraph 17 of this Part) that has occurred from the end of the period covered by the most recent financial statements included in the prospectus (whether such financial statements are annual financial statements or interim financial statements) to the latest practicable date which may have a material effect on the financial position and results of the relevant entity or, where the relevant entity is a holding company or holding entity, the group or, if there is no such event, provide an appropriate statement to that effect.Secured Debentures
24. Provide, in relation to an offer of secured debentures or certificates of debenture stock, a summary by the auditors of the relevant entity showing, in tabular form —
the aggregate value of the tangible assets owned by the relevant entity;
the aggregate value of the tangible assets owned by each, or jointly owned by 2 or more of its guarantor entities; and
the aggregate value of the tangible assets jointly owned by the relevant entity and one or more of its guarantor entities,which have been charged to secure the repayment of all or any moneys payable in respect of the secured debentures or certificates of debenture stock, including an explanation of any adjustment made for the purpose of providing a true and fair view of those assets.
25. Show also, in the summary —
the amounts outstanding of the aggregate amounts borrowed by the relevant entity and by each of its guarantor entities, distinguishing between those amounts outstanding which will rank for repayment in priority to the amount under the proposed issue and those amounts outstanding which will rank for repayment equally with the amount under the proposed issue;
where any charge is for a liability the amount of which may vary from time to time, the actual amount of the liability as at the date on which the summary is made and any further amount which may be advanced under that charge; and
the aggregate amount of advances by the relevant entity to related corporations or related entities of the relevant entity, distinguishing between advances which are secured and advances which are unsecured.
26. The auditors of the relevant entity may explain or qualify, by way of notes or otherwise, any of the matters set out in the summary.
27. Where the tangible assets mentioned in paragraph 24 of this Part are in the form of property, provide information on a report of the valuation of the interest of the relevant entity and each of its guarantor entities in each property charged, showing the nature and extent of the interest of the relevant entity and of each of its guarantor entities, such report to be made not more than 6 months before the date of lodgment of the prospectus by an independent qualified valuer.Part 9THE OFFER AND LISTINGOffer Details
1. Where the debentures or units of debentures, as the case may be, are offered at a discount or premium, state the discount or premium.
2. Indicate the amount of any expense specifically charged to the subscriber or purchaser of the debentures or units of debentures, as the case may be, being offered.
3. Indicate whether the debentures or units of debentures, as the case may be, being offered are in registered or bearer form.
4. Describe the arrangement for transfer and any restriction on the free transferability of the debentures or units of debentures, as the case may be, being offered.Plan of Distribution
5. Where not all of the debentures or units of debentures, as the case may be, being offered are underwritten or guaranteed, provide a statement of the portion not so underwritten or guaranteed.
6. Where the offer of debentures or units of debentures, as the case may be, is underwritten, provide a brief summary of the features of the underwriting relationship and state whether the arrangement is —
one under which the underwriters are or will be committed to take and to pay for all of the debentures or units of debentures; or
an agency or “best efforts” type of arrangement under which the underwriters are required to take and to pay for only such debentures or units of debentures as they may be able to sell to the public.
7. Where the relevant entity reserves the right to accept or retain over‑subscriptions, state the limit on the right so reserved expressed as a sum of money. Also, if the amount of the debentures or units of debentures, as the case may be, being offered can be increased, such as by the exercise of an underwriter’s over‑allotment option or “greenshoe option”, state the exercise period of and amount under such option.
8. If applicable, identify any group of targeted potential investors to whom the debentures or units of debentures, as the case may be, are being offered. If the offer is being made simultaneously in the markets of 2 or more countries and if a tranche has been or is being reserved for any of these countries, indicate any such tranche.
9. Indicate the amount, and outline briefly the plan of distribution, of any debentures or units of debentures, as the case may be, that are to be offered otherwise than through underwriters. If the debentures or units of debentures 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.Markets
10. Where applicable, identify the overseas exchange on which —
debentures or units of debentures, as the case may be, of the same class as those being offered are already listed for quotation or quoted, or on which permission to list for quotation or quote the debentures or units of debentures is being or is proposed to be sought; and
any part of the shares or equity interests of the relevant entity is already listed for quotation or quoted, or on which permission to list for quotation or quote any part of the shares or equity interests is being or is proposed to be sought, specifying the name of the overseas exchange on which the relevant entity’s primary listing is or is to be, or an appropriate negative statement.
11. When permission to list for quotation or quote on any overseas exchange is being or is proposed to be sought in respect of the firstmentioned debentures or units of debentures in paragraph 10 of this Part, or the debentures or units of debentures which are the subject of the current offer, state that fact without creating the impression that the application for permission will necessarily be approved. If known, provide the dates on which such debentures or units of debentures will be listed for quotation or quoted and on which trading will commence.
12. Provide information on how holders of the debentures or units of debentures can sell their debentures or units of debentures after the offer. If there will be no established market for the debentures or units of debentures, as the case may be, after the offer, highlight prominently on the front cover of the prospectus and in the section with the heading “Risk Factors” to the effect that there is no established market through which the debentures or units of debentures, as the case may be, may be sold and investors may not be able to re‑sell the debentures or units of debentures.Part 10ADDITIONAL INFORMATIONCapital
1. In a case where the relevant entity is a corporation, state the amount of issued share capital in respect of the relevant entity as of the latest practicable date and, for each class of share capital, provide the following information:
the number of shares issued and fully paid; (b)the number of shares issued but not fully paid.
2. In a case where the relevant entity is not a corporation, state the amount of equity capital in respect of the relevant entity as of the latest practicable date and, for each class of equity capital, provide the following information:
the amount of equity interests issued and fully paid; (b)the amount of equity interests issued but not fully paid.
3. Provide an indication of the resolutions, authorisations and approvals by virtue of which any debentures or units of debentures of the relevant entity may be issued, the nature and amount of the issue, and the number of debentures or units of debentures which may be issued, if predetermined.Constituent Documents of Relevant Entity
4. Provide a summary of the provisions of the relevant entity’s constituent documents and by‑laws with respect to —
the borrowing powers exercisable by the directors or equivalent persons of the relevant entity;
how such borrowing powers may be varied; and
the number of shares or amount of equity interests, if any, required for qualification as a director or an equivalent person.Material Contracts
5. Provide a brief summary of each material contract, other than a contract entered into in the ordinary course of business, which could result in the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any member of the group, being under an obligation or entitlement that is material to the ability of the relevant entity to meet its obligations to holders of the debentures or units of debentures, as the case may be.Taxation
6. Provide information regarding taxes (including withholding provisions) to which debenture holders of the relevant entity may be subject. If the relevant entity is incorporated outside Singapore, the information must include whether the relevant entity assumes responsibility for the withholding of tax at source and applicable provisions of any reciprocal tax treaties between the home country of the relevant entity and Singapore, or a statement, if applicable, that there are no such treaties.Statements by Experts
7. Where a statement or report attributed to a person as an expert is included in the prospectus, provide such person’s name, address and qualifications.
8. Where the prospectus 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 prospectus; and
include a statement that the expert has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statement in the form and context in which it is included in the prospectus.
9. The information mentioned in paragraphs 7 and 8 of this Part need not be provided in the prospectus if the statement attributed to the expert is a statement to which the exemption under regulation 33(1) applies.Consents from Issue Managers and Underwriters
10. Where a person is named in the prospectus 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 or her written consent to being named in the prospectus as the issue manager or underwriter, as the case may be, to the offer.Documents for Inspection
11. Provide a statement that for a period of at least 6 months after the date of registration by the Authority of the prospectus, the following documents (or copies of the documents), where applicable, may be inspected at a specified place in Singapore:
the constituent documents of the relevant entity;
the trust deed, fiscal agency agreement or any other document constituting the debentures or units of debentures;
every material contract mentioned in the prospectus or, where the contract is not reduced into writing, a memorandum giving full particulars of the contract;
the service contracts of directors or equivalent persons of the relevant entity mentioned in the prospectus;
every report, memorandum, letter, valuation, statement or other document by any expert any part of which is included or mentioned in the prospectus;
if the relevant entity is not the holding company or holding entity of a group, the audited financial statements of the relevant entity for each of the financial years for which audited financial statements of the relevant entity have been included in the prospectus;
if the relevant entity is the holding company or holding entity of a group, the respective audited financial statements of the entities, businesses or business trusts in the group (being entities, businesses or business trusts which have audited financial statements) for each of the financial years for which audited financial statements of the relevant entity have been included in the prospectus;
any interim financial statements of the relevant entity or group, as the case may be, which are included in the prospectus;
in the case of a corporation incorporated in Singapore, all notes, reports or information relating to the financial statements mentioned in sub‑paragraphs (f), (g) and (h) which are required to be prepared under the Companies Act;
where the financial statements mentioned in this paragraph have been restated pursuant to paragraph 9(b)(i) of Part 8 of this Schedule, the restated annual financial statements and the audited annual financial statements which form the basis for the restated annual financial statements; (k)in the case of a guaranteed debenture issue —
documents (or copies of the documents) mentioned in sub‑paragraphs (f) to (j) of the guarantor entity; and
the guarantee and documents related to the guarantee (or a copy of the guarantee and copies of documents related to the guarantee).Part 11ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES1. In paragraphs 6, 7, 10 and 11 of this Part, a reference to the relevant entity is, if the relevant entity is the holding company or holding entity of a group, a reference to the group.Information on Convertible Debentures
2. Provide information concerning the nature of the securities, securities‑based derivatives contracts, equity interests or property offered by way of conversion, exchange, subscription or purchase and the rights attached to the securities, securities‑based derivatives contracts, equity interests or property including, in particular, the voting rights, entitlement to share in profits and, in the event of liquidation, any surplus and any other special rights.
3. Provide information on the terms, conditions and procedures for conversion, exchange, subscription or purchase and details of the circumstances under which they may be amended, including the following information:
the total number or value of securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase;
the period during which the conversion, exchange, subscription or purchase right may be exercised and the date on which this right commences;
the amount payable on the exercise of the conversion, exchange, subscription or purchase right;
any arrangement for the transfer or transmission of the conversion, exchange, subscription or purchase right;
the rights of the holders of the debentures or units of debentures in respect of the conversion, exchange, subscription or purchase right on the liquidation of the entity the securities, securities‑based derivatives contracts, equity interests or property of which is the subject of the conversion, exchange, subscription or purchase;
any arrangement for the variation in the subscription price of the securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase, or in the exercise price of the convertible debentures, or in the number or value of securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase, in the event of any alteration in the capital of the entity the securities, securities‑based derivatives contracts, equity interests or property of which is the subject of the conversion, exchange, subscription or purchase; (g)if there is no established market for the securities, securities‑based derivatives contracts, equity interests or property which is the subject of the conversion, exchange, subscription or purchase, the manner of determining the subscription or exercise or conversion price, including who establishes the price or is responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for determining the price.Risk Factors
4. In addition to paragraph 12 of Part 4 of this Schedule, disclose in the same section with the heading “Risk Factors”, any other risk factors that are specific to the relevant entity and its industry as well as the securities, securities‑based derivatives contracts, equity interests or property, as the case may be, into which the convertible debenture may be converted, which had materially affected, or could materially affect, directly or indirectly, the relevant entity’s financial position and results and business operations, and investments by holders of such securities, securities‑based derivatives contracts, equity interests or property. Where possible, state the extent to which the relevant corporation’s financial position or results had been or could be affected by the risk factor.Organisational Structure
5. If the relevant entity is the holding company or holding entity of a group, provide information on every subsidiary and subsidiary entity of the relevant entity whose absolute amount of the net assets, net liabilities or profit or loss before tax accounts for 10% or more of the absolute amount of the net assets, net liabilities or profit or loss before tax, respectively, of the group for any of the 3 most recently completed financial years. Such information must include the name, country of incorporation or constitution, principal place of business, principal activities, proportion of ownership interest of the relevant entity and, if different, proportion of voting power held by the relevant entity.Material Divestments
6. Provide a description of any divestment of material capital investment by the relevant entity which is being planned for or in progress, including the geographical location of the investment.Research and Development
7. Where research and development activities are material to the relevant entity’s business, provide a description of the research and development policies of the relevant entity for the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus.Financial Review
8. For the purposes of Parts 5 and 8 of this Schedule, the financial statements or other financial information to be provided in respect of the relevant entity or the group must be for the 3 most recently completed financial years instead of the 2 most recently completed financial years.
9. In the case where the date of lodgment of the prospectus is less than 3 months after the end of the most recently completed financial year, the reference to the 3 most recently completed financial years in paragraphs 7 and 8 of this Part is a reference to the 3 most recently completed financial years preceding the most recently completed financial year.Dividends or Distributions
10. Disclose the amount of dividends (where the relevant entity is a corporation) or distributions (where the relevant entity is not a corporation), if any, paid or declared by the relevant entity in respect of each class of equity capital for each of the 3 most recently completed financial years and for the period from the end of the most recently completed financial year to the latest practicable date. Provide particulars of each such class of equity capital and of any case in which no dividends or distributions have been paid in respect of any class of equity capital for any of those years or that period. Where dividends or distributions have been declared but not paid, state when they will be paid.Covenants
11. State the particulars of any significant covenant of the relevant entity concerning capital increases.Compensation for services
12. Disclose —
the aggregate amount of compensation paid by the relevant entity or its subsidiary or subsidiary entity for each of the 2 most recently completed financial years; and
the estimated aggregate amount of compensation paid and to be paid by the relevant entity or its subsidiary or subsidiary entity for the whole of the current financial year,to the directors or equivalent persons of the relevant entity for services rendered by them in all capacities to the relevant entity or its related corporation or related entity.
13. For the purposes of paragraph 12 of this Part —
compensation includes any benefit in kind; and
compensation that has already been paid includes any deferred compensation accrued for the financial year in question and payable at a later date.
14. For the purposes of paragraph 12(b) of this Part, any estimated amount of compensation that is to be paid pursuant to any bonus or profit‑sharing plan or any other profit‑linked agreement or arrangement, but which has not yet been paid, may be excluded from the calculation of the estimated amount of compensation in respect of the whole of the current financial year, provided that that fact is stated.
15. For a service contract mentioned in paragraph 4 of Part 6 of this Schedule with a fixed term, state the term of each such contract, the unexpired term and the name of the relevant director or equivalent person.Substantial Shareholders or Substantial Interest-holders, Directors and Key Executives
16. Provide the name of each substantial shareholder or substantial interest‑holder, each director or equivalent person, and the chief executive officer or equivalent person of the relevant entity, and state —
in the case where the relevant entity is a corporation, the number and percentage of shares in the relevant entity of each class in which each of them has an interest, whether direct or deemed under section 4 of the Act; or
in the case where the relevant entity is an entity (not being a corporation), the amount of equity interests in the relevant entity in which each of them has an interest,as of the latest practicable date and immediately after the offer. Disclose any significant change in the percentage of ownership in the last 3 years prior to the latest practicable date.
17. Indicate the nature of any family relationship —
between any of the persons named in paragraph 1 of Part 6 of this Schedule; or
between any of the persons named in paragraph 1 of Part 6 of this Schedule and any substantial shareholder or substantial interest‑holder of the relevant entity.Conflict of Interests
18. Where a director or an equivalent person, or a controlling shareholder or controlling interest‑holder, of the relevant entity, or any of their associates, has an interest in any other entity carrying on the same business or dealing in similar products as the relevant entity or, if the relevant entity is the holding company or holding entity of a group, as the group, disclose —
the name of that other entity;
the name of the director or equivalent person, or controlling shareholder or controlling interest‑holder, of the relevant entity involved;
the nature and extent of his or her interest in that other entity and the extent to which he or she is involved in the management of that other entity either directly or indirectly; and
whether any conflict of interests thereby arising has been or is to be resolved or mitigated and if so, how it has been or is proposed to be resolved or mitigated.Employees
19. Provide either —
the average number of employees of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group for each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the average number of such employees, if material; or
the number of employees of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group as at the end of each of the 3 most recently completed financial years and any interim period for which financial statements have been included in the prospectus, and the reason for any change in the number of such employees, if material,and disclose information regarding the relationship between management and labour unions. If the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the group employs a significant number of temporary employees, disclose the average number of temporary employees in respect of the most recently completed financial year.Capital
20. If there are shares or equity interests in the relevant entity not representing capital, state the number and main characteristics of such shares or equity interests.
21. Where there is, in respect of the relevant entity, an undertaking to increase the capital, state —
the amount of such capital increase and, where appropriate, the duration of the undertaking;
the categories of persons having preferential subscription rights for such additional portions of capital; and
the terms, arrangements and procedures for the issue of shares or equity interests corresponding to such portions.
22. Indicate the number and amount of securities, securities‑based derivatives contracts or equity interests in the relevant entity held by or on behalf of the relevant entity itself or by its subsidiary or subsidiary entity.
23. Provide the description, number and amount of any securities, securities‑based derivatives contracts or equity interests in the relevant entity which any person has, or has the right to be given, an option to subscribe for or purchase, together with the following particulars of the option:
the period during which the option is exercisable;
the exercise price;
the consideration, if any, given or to be given for the option or for the right to the option;
the identity of the person to whom the option or the right to it was given.
24. If the option or right mentioned in paragraph 23 of this Part was given to all existing holders of —
the shares or equity interests in; or
the debentures of,the relevant entity on a pro‑rata basis or to employees under an employees’ share option or investment scheme, it will be sufficient to state that fact without identifying each holder or employee.Constituent Documents of Relevant Entity
25. Provide a summary of the material provisions of the relevant entity’s constituent documents and by‑laws with respect to —
the rights, preferences and restrictions attaching to each class of shares or equity interests;
any change in capital;
any change in the respective rights of the various classes of shares or equity interests, including the action necessary to change the rights, indicating where the conditions are different from those required by the applicable law; and
any time limit after which a dividend or distribution entitlement will lapse and an indication of the party in whose favour this entitlement then operates.
26. Provide a summary of the provisions of the relevant entity’s constituent documents and by‑laws with respect to —
the power of a director or an equivalent person to vote on a proposal, an arrangement or a contract in which he or she is interested;
the power of a director or an equivalent person to vote on remuneration (including pension or other benefits) for himself or herself or for any other director or equivalent person, and whether the quorum at a meeting of the board of directors or equivalent persons to vote on the remuneration of the directors or equivalent persons may include the director or equivalent person whose remuneration is the subject of the vote; and
the retirement or non‑retirement of a director or an equivalent person under an age limit requirement.Information on Entity of Underlying Securities, Securities-based derivatives contracts or Property
27. Where the convertible debentures are issued by an entity other than the entity the securities, securities‑based derivatives contracts, equity interests or property of which is the subject of the conversion, exchange, subscription or purchase, the requirements in paragraphs 7 to 26 of this Part apply only to the second‑mentioned entity. In addition, provide the information required under Parts 2, 5, 6, 7, 8 and 10 of this Schedule in respect of the second‑mentioned entity. Where applicable, provide the date and source of such information.