Singapore legislation
Schedule 13
Schedule 13
Particulars to be included under section 240A read with section 243(1) of Act in prospectus for every offer of structured notes (other than continuously issued structured notes) under debenture issuance programme
THIRTEENTH SCHEDULERegulations 2(3), 9(5)(c) and 41(2)(i)Particulars to be included under section 240A read with section 243(1) of Act in prospectus for every offer of structured notes (other than continuously issued structured notes) under debenture issuance programme
1. The base prospectus mentioned in section 240A(1)(a) of the Act applicable to every offer of debentures or units of debentures, as the case may be, under a debenture issuance programme mentioned in regulation 9(5)(c), being debentures or units of debentures which are structured notes other than continuously issued structured notes (called in this Schedule the structured notes), must contain all the information in the Ninth Schedule, subject to the following additions and exceptions:
the base prospectus for the debenture issuance programme must contain the following additional information:
the maximum amount of structured notes to be offered under the programme;
the terms and conditions applicable to all offers under the programme;
the duration of the programme;
a statement that the documents required by paragraph 5 of Part 9 of the Ninth Schedule and, where applicable, paragraph 1(d) of Part 10 of the Ninth Schedule, are available for inspection throughout the duration of the programme;
a statement that the base prospectus, as well as any supplementary base prospectus in respect of the programme issued since the base prospectus was published, are available for inspection for as long as offers are made under the programme;
if the base prospectus does not contain any information mentioned in —
paragraph 1(e) of Part 1 of the Ninth Schedule;
paragraphs 3 and 4 of Part 2 of the Ninth Schedule;
paragraph 1 of Part 3 of the Ninth Schedule and, where applicable, paragraph 5 of Part 10 of the Ninth Schedule;
paragraphs 1 to 6 and 8 of Part 4 of the Ninth Schedule;
paragraphs 4(a) to (f) and 5 to 10 of Part 5 of the Ninth Schedule;
paragraphs 2 to 5 and 7 of Part 6 of the Ninth Schedule and, where applicable, paragraphs 14 to 17 of Part 10 of the Ninth Schedule; or
paragraphs 1 to 7 of Part 8 of the Ninth Schedule,it must contain a prominent statement that such information must be published from time to time by way of a pricing statement in relation to each offer under the programme;
the reference to 6 months after the date of registration of the prospectus in paragraph 1(g) of Part 1 of the Ninth Schedule is to be read as a reference to 24 months after that date.
2. If the base prospectus does not contain any of the information mentioned in paragraph 1(b) of this Schedule, the pricing statement for each offer under the debenture issuance programme must contain that information as well as the following statements:
“This offer is made on the basis of information contained in this statement as well as in the base prospectus and supplementary base prospectus or prospectuses, if any, in respect of the programme.”;
“Copies of the base prospectus and supplementary base prospectus or prospectuses, if any, and this statement are available for collection at the times and places specified in this statement.”;
“A copy of this statement has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”) together with the base prospectus. The Authority assumes no responsibility for the contents of this statement. Registration of this statement together with the base prospectus with 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 structured notes being offered as an investment.”;
where the structured notes are issued pursuant to a synthetic securitisation transaction, a statement by the directors or equivalent persons of the sponsor that they individually and collectively accept full responsibility for the accuracy of the information given in the pricing statement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in the pricing statement are fair and accurate in all material respects as at the date of the pricing statement and that there are no material facts the omission of which would make any statement in the pricing statement misleading.
3. The contents of the pricing statement for each offer under the debenture issuance programme, when read together with the base prospectus and any supplementary base prospectus, must contain the material terms and conditions of the offer to which it relates.
4. The pricing statement for any offer under the debenture issuance programme must not contain any information other than —
information specified in paragraphs 1(b) and 2 of this Schedule;
information already contained in the base prospectus or any supplementary base prospectus;
information on additional risk factors and investment considerations that are specific and relevant only to that particular offer of structured notes, which had materially affected, or could materially affect, directly or indirectly, the value of the pool of reference assets or the investments held by holders of the structured notes; and
other information permitted by the Authority.