Singapore legislation
Schedule 18
Schedule 18
Particulars to be included in offer information statement under section 277 of Act for units or derivatives of units in business trust
EIGHTEENTH SCHEDULERegulations 2(3), 38(1)(b) and 41(2)(n)Particulars to be included in offer information statement under section 277 of Act for units or derivatives of units in business trustPart 1FRONT COVER1. On the front cover of the offer information statement, provide —
the date of lodgment of the offer information statement;
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.”;
“A copy of this offer information statement has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the offer information statement. Lodgment of the offer information statement 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 units or derivatives of units, as the case may be, being offered for investment.”;
the name of the business trust (called in this Schedule the relevant business trust) in respect of which the units or derivatives of units are being offered, its place of constitution and the date of constitution;
the name of the trustee-manager of the relevant business trust, the place where the trustee‑manager was incorporated and the date of incorporation;
a statement that an application has been or will be made to an approved exchange to list for quotation or quote the units or derivatives of units being offered on that approved exchange, and the name of that approved exchange; and
a statement that no units or derivatives of units may be allotted or allocated on the basis of the offer information statement later than 6 months after the date of lodgment of the offer information statement.Part 2IDENTITY OF DIRECTORS, ADVISERS AND AGENTSDirectors
1. Provide the names and addresses of each of the directors of the trustee‑manager of the relevant business trust.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, if any.Registrars and Agents
3. Provide the names and addresses of the registrars, transfer agents and receiving bankers for the units or derivatives of units, as the case may be, in the relevant business trust being offered, where applicable.Part 3OFFER STATISTICS AND TIMETABLEOffer Statistics
1. For each method of offer, state the number of units or derivatives of units, as the case may be, being offered.Method and Timetable
2. Provide the information mentioned in paragraphs 3 to 7 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.
3. 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 lodgment of the offer information statement, 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.
4. State the method and time limit for paying up for the units or derivatives of units, as the case may be, in the relevant business trust and, where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid.
5. State, where applicable, the methods of and time limits for —
the delivery of the documents evidencing title to the units or derivatives of units, 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 units or derivatives of units, as the case may be, being offered in favour of subscribers or purchasers.
6. In the case of pre-emptive rights to subscribe for or purchase units or derivatives of units, 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.
7. Provide a full description of the manner in which results of the allotment or allocation of the units or derivatives of units in the relevant business trust, as the case may be, 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 INFORMATIONUse of Proceeds from Offer and Expenses Incurred
1. In the same section, provide the information set out in paragraphs 2 to 7 of this Part.
2. 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 3 of this Part the net proceeds). Where only a part of the net proceeds will go to the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust), indicate the amount that will be raised by the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust). If none of the proceeds will go to the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust), provide a statement of that fact.
3. Disclose how the net proceeds raised by the trustee-manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) 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 of the trustee‑manager of the relevant business trust, must be raised by the offer of units or derivatives of units, as the case may be.
4. For each dollar of the proceeds from the offer that will be raised by the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust), state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer.
5. If any material part of the proceeds to be raised by the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) 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 trustee‑manager, or a subsidiary or subsidiary entity, of the relevant business trust 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 business trust, identify the interested person and state how the cost to the relevant business trust is or will be determined and whether the acquisition is on an arm’s length basis.
6. If any material part of the proceeds to be raised by the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) will be used to discharge, reduce or retire the indebtedness of the trustee‑manager of the relevant business trust arising from his or her acting on behalf of the relevant business trust or, if the relevant business trust is part of a group, of the group and the trustee‑manager arising from his or her acting on behalf of the relevant business trust, 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.
7. In the section containing the information mentioned in paragraphs 2 to 6 of this Part or in an adjoining section, disclose the amount of discount or commission agreed upon between the underwriter, or other placement or selling agent in relation to the offer, and the trustee‑manager of the relevant business trust acting in its capacity as trustee‑manager of the relevant business trust. If it is not possible to state the amount of discount or commission, the method by which it is to be determined must be explained.Information on the Relevant Business Trust
8. Provide the following information:
the address and telephone and facsimile numbers of the registered office of the trustee‑manager of the relevant business trust, the principal place of business of the trustee‑manager (if different from those of its registered office), and the email address of the trustee‑manager or a representative of the trustee‑manager;
the nature of the operations and principal activities of the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) or, if the relevant business trust is part of a group, of the group;
the general development of the business from the beginning of the period comprising the 3 most recently completed financial years to the latest practicable date, indicating any material change in the affairs of the relevant business trust or the group, as the case may be, since —
the end of the most recently completed financial year for which financial statements of the relevant business trust have been published; or
the end of any subsequent period covered by interim financial statements, if interim financial statements have been published;
the unitholders’ equity and loan capital of the relevant business trust, as at the latest practicable date, showing —
in the case of the unitholders’ equity, the total amount of units in the relevant business trust issued; or
in the case of the loan capital, the total amount of the debentures issued by the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) and outstanding, together with the rate of interest payable thereon;
the number of units in the relevant business trust owned by each substantial unitholder as at the latest practicable date;
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 offer information statement, a material effect on the financial position or profitability of the relevant business trust or, where the relevant business trust is part of a group, of the group;
where any units or derivatives of units in the relevant business trust have been issued within the 12 months immediately preceding the latest practicable date —
if the units or derivatives of units have been issued for cash, state the prices at which the units or derivatives of units have been issued and the number of units or derivatives of units issued at each price; or
if the units or derivatives of units have been issued for services, state the nature and value of the services and give the name and address of the person who received the units or derivatives of units;
a summary of each material contract, other than a contract entered into in the ordinary course of business, to which the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) or a subsidiary or subsidiary entity of the relevant business trust is a party, for the period of 2 years immediately preceding the date of lodgment of the offer information statement, including the parties to the contract, the date and general nature of the contract, and the amount of any consideration passing to or from the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) or the subsidiary or subsidiary entity of the relevant business trust.Part 5OPERATING AND FINANCIAL REVIEW AND PROSPECTSOperating Results
1. Provide selected data from —
the audited income statement of the relevant business trust or, if the relevant business trust is part of a group, the audited consolidated income statement of the relevant business trust or the audited combined income statement of the group, for each financial year (being one of the 3 most recently completed financial years) for which that statement has been published; and
any interim income statement of the relevant business trust or, if the relevant business trust is part of a group, any interim consolidated income statement of the relevant business trust or interim combined income statement of the group, for any subsequent period for which that statement has been published.
2. The data mentioned in paragraph 1 of this Part must include the line items in the audited income statement, audited consolidated income statement, audited combined income statement, interim income statement, interim consolidated income statement or interim combined income statement, as the case may be, and must in addition include the following items:
distributions declared per unit in both the currency of the financial statements and the Singapore currency, including the formula used for any adjustment to distributions declared;
earnings or loss per unit;
earnings or loss per unit, after any adjustment to reflect the sale of new units or derivatives of units.
3. Despite paragraph 1 of this Part, where —
unaudited financial statements of the relevant business trust or, if the relevant business trust is part of a group, the audited consolidated income statement of the relevant business trust or the audited combined income statement of the group, have been published in respect of the most recently completed financial year; and
the audited financial statements for that year are unavailable,the data mentioned in paragraph 1 of this Part in respect of the most recently completed financial year may be provided from such unaudited financial statements, if the directors of the trustee‑manager of the relevant business trust include a statement in the offer information statement that to the best of their knowledge, they are not aware of any reason which could cause the unaudited financial statements to be significantly different from the audited financial statements for the most recently completed financial year.
4. In respect of —
each financial year (being one of the 3 most recently completed financial years) for which financial statements have been published; and
any subsequent period for which interim financial statements have been published,provide information regarding any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant business trust or, if the relevant business trust is part of a group, of the group, and indicate the extent to which such profit or loss before tax of the relevant business trust or the group, as the case may be, was so affected. Describe any other significant component of revenue or expenditure necessary to understand the profit or loss before tax for each of these financial periods.Financial Position
5. Provide selected data from the balance sheet of the relevant business trust or, if the relevant business trust is part of a group, the group as at the end of —
the most recently completed financial year for which audited financial statements have been published; or
if interim financial statements have been published for any subsequent period, that period.
6. The data mentioned in paragraph 5 of this Part must include the line items in the audited or interim balance sheet of the relevant business trust or the group, as the case may be, and must in addition include the following items:
number of units after any adjustment to reflect the sale of new units or derivatives of units;
net assets or liabilities per unit;
net assets or liabilities per unit after any adjustment to reflect the sale of new units or derivatives.Liquidity and Capital Resources
7. Provide an 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 financial statements have been published; and
if interim financial statements have been published for any subsequent period, that period.
8. Provide a statement by the directors of the trustee‑manager of the relevant business trust as to whether, in their reasonable opinion, the working capital available to the trustee‑manager (acting in its capacity as trustee‑manager of the relevant business trust) or, if the relevant business trust is part of a group, to the trustee‑manager (acting in its capacity as trustee‑manager of the relevant business trust) or to the group, as at the date of lodgment of the offer information statement, is sufficient for at least the next 12 months and, if insufficient, how the additional working capital considered by the directors to be necessary is proposed to be provided. When ascertaining 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.
9. If the trustee-manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) or any 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 financial position and results or business operations of the relevant business trust, or the investments by holders of units or derivatives of units in the relevant business trust, provide —
a statement of that fact;
details of the credit arrangement or bank loan; and
any action taken or to be taken by the trustee‑manager (acting in its capacity as trustee‑manager of the relevant business trust) or entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable).Trend Information and Profit Forecast or Profit Estimate
10. Discuss —
the business and financial prospects of the relevant business trust or, if the relevant business trust is part of a group, the group, for the next 12 months from the latest practicable date; and
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 offer information statement to be not necessarily indicative of the future operating results or financial condition. If there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect.
11. Where a profit forecast is disclosed, state the extent to which projected sales or revenues are based on secured contracts or orders, and the reasons for expecting to achieve the projected sales or revenues and profit, and discuss the impact of any likely change in business and operating conditions on the forecast.
12. Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors of the trustee‑manager of the relevant business trust have based their profit forecast or profit estimate, as the case may be.
13. Where a profit forecast is disclosed, include a statement by an auditor of the relevant business trust as to whether the profit forecast is properly prepared on the basis of the assumptions mentioned in paragraph 12 of this Part, is consistent with the accounting policies adopted for the relevant business trust, and is presented in accordance with the accounting standards adopted for the relevant business trust in the preparation of its financial statements.
14. 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 business trust, provide in addition to the statement mentioned in paragraph 13 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 of the trustee‑manager of the relevant business trust after due and careful enquiry and consideration; or
a statement by an auditor of the relevant business trust, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 12 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.
15. 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 business trust, provide in addition to the statement mentioned in paragraph 13 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 12 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 business trust, prepared on the basis of the auditor’s examination of the evidence supporting the assumptions mentioned in paragraph 12 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.Significant Changes
16. Disclose any event that has occurred from the end of —
the most recently completed financial year for which financial statements have been published; or
if interim financial statements have been published for any subsequent period, that period,to the latest practicable date which may have a material effect on the financial position and results of the relevant business trust or, if the relevant business trust is part of a group, the group, or, if there is no such event, provide an appropriate statement to that effect.Meaning of “published”
17. In this Part, “published” includes publication in a prospectus, in an annual report or on the SGXNET.Part 6THE OFFER AND LISTINGOffer and Listing Details
1. Indicate the price at which the units or derivatives of units, as the case may be, are being offered and the amount of any expense specifically charged to the subscriber or purchaser. If it is not possible to state the offer price at the date of lodgment of the offer information statement, state the method by which it is to be determined and explain how the relevant entity will inform investors of the final offer price.
2. If there is no established market for the units or derivatives of units, as the case may be, being offered, provide information regarding the manner of determining the offer price, the exercise price or conversion price, if any, including the person 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.
3. If —
any of the unitholders of the relevant business trust have pre‑emptive purchase rights to subscribe for or purchase the units or derivatives of units being offered; and
the exercise of the rights by the unitholder is restricted, withdrawn or waived,indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of such restriction, withdrawal or waiver, if any, and the basis for the offer price.
4. If units or derivatives of units, as the case may be, in the relevant business trust of the same class as those being offered are listed for quotation on any approved exchange —
in a case where the firstmentioned units or derivatives of units have been listed for quotation on the approved exchange for at least 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the firstmentioned units or derivatives of units —
for each of the last 12 calendar months immediately preceding the calendar month in which the latest practicable date falls; and
for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date;
in a case where the firstmentioned units or derivatives of units have been listed for quotation on the approved exchange for less than 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the firstmentioned units or derivatives of units —
for each calendar month immediately preceding the calendar month in which the latest practicable date falls; and
for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date;
disclose any significant trading suspension that has occurred on the approved exchange during the 3 years immediately preceding the latest practicable date or, if the units or derivatives of units have been listed for quotation for less than 3 years, during the period from the date on which the units or derivatives of units were first listed to the latest practicable date; and
disclose information on any lack of liquidity, if the units or derivatives of units are not regularly traded on the approved exchange.
5. Where the units or derivatives of units being offered are not identical to the units or derivatives of units already issued by the relevant business trust, provide —
a statement of the rights, preferences and restrictions attached to the units or derivatives of units being offered; and
an indication of the resolutions, authorisations and approvals by virtue of which the trustee‑manager of the relevant business trust (acting in its capacity as trustee‑manager of the relevant business trust) may create or issue further units or derivatives of units, to rank in priority to or equally with the units or derivatives of units being offered.Plan of Distribution
6. Indicate the amount, and outline briefly the plan of distribution, of the units or derivatives of units in the relevant business trust that are to be offered otherwise than through underwriters. If the units or derivatives of units 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.
7. Provide a summary of the features of the underwriting relationship together with the amount of units or derivatives of units being underwritten by each underwriter.Part 7CONSENTSStatements by Experts
1. Where a statement or report attributed to a person as an expert is included in the offer information statement, provide such person’s name, address and qualifications.
2. Where the offer information statement 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 offer information statement; and
include a statement that the expert has given, and has not withdrawn, his or her written consent to the issue of the offer information statement with the inclusion of the statement in the form and context in which it is included in the offer information statement.
3. The information mentioned in paragraphs 1 and 2 of this Part need not be provided in the offer information statement if the statement attributed to the expert is a statement to which the exemption under regulation 33(2) applies.Consents from Issue Managers and Underwriters
4. Where a person is named in the offer information statement 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 offer information statement as the issue manager or underwriter, as the case may be, to the offer.Part 8OTHER MATTERSOther Matters
1. Include particulars of any other matters not disclosed under any other paragraph of this Schedule which could materially affect, directly or indirectly —
the business operations or financial position or results of the relevant business trust; or
investments by holders of units or derivatives of units in the relevant business trust.Part 9ADDITIONAL PARTICULARS REQUIRED FOR OFFER OF UNITS OR DERIVATIVES OF UNITS BY WAY OF RIGHTS ISSUE1. Provide —
the particulars of the rights issue;
the last day and time for splitting of the provisional allotment of the units or derivatives of units, as the case may be, to be issued pursuant to the rights issue;
the last day and time for acceptance of and payment for the units or derivatives of units, as the case may be, to be issued pursuant to the rights issue;
the last day and time for renunciation of and payment by the renouncee for the units or derivatives of units, as the case may be, to be issued pursuant to the rights issue;
the terms and conditions of the offer of units or derivatives of units to be issued pursuant to the rights issue;
the particulars of any undertaking from the substantial unitholders of the relevant business trust to subscribe for their entitlements; and
if the rights issue is or will not be underwritten, the reason for not underwriting the issue.