Singapore legislation
Schedule 8
Schedule 8
Particulars to be included under section 243(1) of Act in prospectus for offer of asset‑backed securities
EIGHTH SCHEDULERegulations 2(3), 9(3)(b) and 41(2)(d)Particulars to be included under section 243(1) of Act in prospectus for offer of asset‑backed securitiesPart 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 asset‑backed securities being offered for investment.”;
the name of the issuer (called in this Schedule the relevant entity) in respect of which the debentures or units of debentures which are asset‑backed securities (called in this Schedule the asset‑backed securities) are being offered, the legislation under which the asset‑backed securities have been created and the governing law and competent courts in the event of litigation;
the name of the sponsor, the depositor and the servicer, where applicable;
a statement that the asset‑backed securities represent the obligations of the relevant entity only and do not represent the obligations of, or interests in, the sponsor, depositor or any of their associates;
a statement as to whether an application has been or will be made to an approved exchange to list for quotation or quote the asset‑backed securities on that approved exchange and, if so, the name of that approved exchange;
the maturity date of the asset‑backed securities being offered; and
a statement that no asset‑backed securities may be allotted or allocated on the basis of the prospectus later than 6 months after the date of registration of the prospectus.Part 2IDENTITY OF KEY PARTICIPANTS, DIRECTORS, SIGNIFICANT ENHANCEMENT PROVIDERS, ADVISERS AND AGENTSKey Participants
1. Provide the names and addresses of the sponsor, the depositor and the servicer, if any.Directors
2. Provide the names and occupations of each of the directors or equivalent persons of the sponsor and of the relevant entity.Secretary of the Entity
3. Provide the name and professional qualifications of the secretary of the relevant entity, if any.Advisers
4. Provide the names and addresses of —
the issue manager to the offer, if any; (b)the underwriter to the offer, if any; and
the legal adviser for or in relation to the offer.Significant Enhancement Providers
5. Where an entity or a group of entities providing any enhancement for the asset‑backed securities being offered is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any class of asset‑backed securities being offered, provide the names and addresses of the entity or entities.Auditors
6. Provide the names, addresses and professional qualifications (including any membership in a professional body) of the relevant entity’s auditors.Registrars and Agents
7. Provide the names and addresses of the relevant entity’s paying agents, registrars, transfer agents and receiving bankers for the asset‑backed securities being offered, where applicable.
8. Provide the names and addresses of the relevant entity’s trustee, fiscal agent or representative for the asset‑backed securities being offered, where applicable.Part 3PROSPECTUS SUMMARY AND RISK FACTORSProspectus Summary
1. Provide the following information in the prospectus summary, if applicable:
state the classes of asset‑backed securities being offered and the basic terms of each class being offered, including —
the offer price;
the interest rate and the distribution frequency;
the maturity date; and
the settlement or final distribution amount;
summarise, using diagrammatic representations where possible, how the cash flows generated by the asset pool will be allocated among the different classes of asset‑backed securities after deducting fees and expenses (called in this Schedule the flow of funds), to the extent necessary to understand the payment characteristics of each class of asset‑backed securities being offered;
identify any events or performance triggers that would alter the basic terms of each class of asset‑backed securities or the asset pool composition (called in this Schedule the asset‑backed securities structure) or the flow of funds;
identify any optional or mandatory redemption or termination features;
identify any enhancement for the asset‑backed securities being offered and briefly describe what protection or support is provided by the enhancement;
summarise how losses not covered by any enhancement will be allocated to the asset‑backed securities being offered;
describe the roles of the sponsor and, where applicable, the depositor in relation to the securitisation transaction and the servicer in relation to the servicing of the asset pool;
identify the relevant assets and the size and material characteristics of the asset pool;
if the relevant assets can be added, removed or substituted, summarise the circumstances under which such actions can occur;
summarise the amount of, or the formula for calculating, the fee that the servicer will receive for performing its duties; (k)if the issuance or sale of any class of asset‑backed securities being offered is conditioned on the assignment of a rating by one or more rating agencies, state the rating agency and the minimum rating that must be assigned.Risk Factors
2. Disclose, in a specific section with the heading “Risk Factors”, the risk factors that are specific to the relevant entity and the asset‑backed securities being offered, which had materially affected, or could materially affect, directly or indirectly, the value of the relevant assets or the investments held by holders of the asset‑backed securities.Part 4OFFER 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 asset‑backed securities being offered;
where the number of asset‑backed securities 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 asset‑backed securities offered;
where the number of asset‑backed securities 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 asset-backed securities offered;
the face value of the asset‑backed securities 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 asset‑backed securities being offered can be increased beyond the range of number of asset‑backed securities 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 increased 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 asset-backed securities being offered.
6. State, where applicable, the methods of and time limits for —
the delivery of the documents evidencing title to the asset‑backed securities being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and
the book-entry transfers of the asset‑backed securities being offered in favour of subscribers or purchasers.
7. In the case of any pre‑emptive rights to subscribe for or purchase the asset‑backed securities 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 asset‑backed securities 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).Expenses
9. State the amount or estimated amounts of the expenses incurred in connection with the offer and the persons to whom these amounts have been paid or are payable.
10. Disclose —
the amount of discount or commission per asset‑backed security, 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 asset‑backed securities of the relevant entity selling such asset‑backed securities;
the major expenses (in absolute terms and as a percentage of the total amount of the offer) incurred in connection with the offer and the issue and distribution of the asset‑backed securities 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.Part 5KEY INFORMATIONRelevant Entity
1. Provide the following information on the relevant entity:
the date of incorporation or constitution of the relevant entity 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 country of incorporation or constitution, the legal form of the relevant entity, the legislation under which it operates, the address and telephone and facsimile numbers of its registered or principal office, and the email address of the relevant entity or a representative of the relevant entity;
a summary of the permissible activities and any restrictions on such activities under the constituent documents of the relevant entity, including any restrictions on the ability to issue or invest in additional securities or securities‑based derivatives contracts, to borrow money or to make loans to other persons, and any provisions for the modification of the constituent documents of the relevant entity;
any specific discretionary activities with regard to the administration of the asset pool or the asset‑backed securities, and the person or persons who will be authorised to exercise such discretion;
any assets owned or to be owned by the relevant entity, apart from the asset pool, and any liabilities of the relevant entity, apart from the asset‑backed securities;
the terms of any management or administration agreement relating to the asset‑backed securities; (g)the capitalisation of the relevant entity and the amount and nature of each equity contribution.Trustee, Fiscal Agent or Representative
2. Provide the main terms of the document governing the trusteeship or representation of the trustee, fiscal agent or representative for the holders of asset‑backed securities, 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 —
act on behalf of the holders of the asset‑backed securities; or
take any action at the request of the holders of the asset‑backed securities.
3. If, in the reasonable opinion of the directors or equivalent persons, the trustee or representative for the holders of asset‑backed securities 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 holders of asset‑backed securities 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.Principal Terms and Conditions
4. Provide information on the asset-backed securities being offered, including —
the interest rate for each class of asset‑backed securities being offered, how such amounts are payable and, if the interest rate is variable, how the rate is determined and how frequently it will be determined;
the date from which interest accrues and the interest payment dates, where applicable;
how the principal will be paid on the asset‑backed securities being offered, including maturity dates, amortisation or principal distribution schedules, principal distribution dates, formulae for calculating principal distributions from the cash flows and other factors that will affect the timing or amount of principal payments for each class of asset‑backed securities being offered;
if the principal sum of, or the interest on, the asset‑backed securities is payable in any currency other than the currency of the issue, that fact;
where the principal sum of, or the interest on, the asset‑backed securities 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 asset‑backed securities; and
the early repayment date;
if any class of the asset‑backed securities being offered includes an optional or mandatory redemption or termination feature —
the terms for triggering the redemption or termination process;
the source of funds, and the redemption price or formula for determining such amount; and
the procedures for redemption or termination, including any notices to the holders of the asset‑backed securities;
the procedures for, and validity period of, claims for payment of interest and repayment of the principal sum;
a description of how cash is held and invested or used pending distribution to the holders of the asset‑backed securities;
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 asset‑backed securities will be subordinated to other security holders or creditors —
the aggregate amount of outstanding indebtedness that ranks in priority to the asset‑backed securities 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 asset‑backed securities being offered, that fact;
a summary of the flow of funds, including the payment allocations, the rights in respect of interest and redemption, and the distribution priorities of the different classes of the asset‑backed securities being offered;
any specified changes to the asset-backed securities structure or flow of funds that will be triggered upon a default or event of default; and
any liquidation, amortisation, performance or similar triggers or events which will affect the asset‑backed securities structure or flow of funds.Fees and Expenses
5. Provide an itemised list of all fees and expenses (other than expenses incurred in connection with the offer) to be paid or payable out of the cash flows from the relevant assets. In itemising the fees and expenses, also indicate their general purpose, the party receiving such fees or expenses, the source of funds for such fees or expenses (if different from other fees or expenses or if such fees or expenses are to be paid from a specified portion of the cash flows) and the distribution priority of such expenses.Excess Cash Flows
6. Disclose whether there is any intention or requirement to accumulate surpluses in the relevant entity and, if so, for the benefit of whom.Multiple Tranches
7. If one or more additional tranches of asset-backed securities that are backed by the same asset pool have been or may be issued by the relevant entity, include a prominent statement to that effect and provide information regarding each additional tranche of asset‑backed securities to the extent material to understanding its effect on the asset‑backed securities being offered, including —
the relative priority of that additional tranche of asset-backed securities to the asset‑backed securities being offered in relation to the rights to the relevant assets and their cash flows;
the allocation of cash flows from the asset pool and any expenses or losses among the various tranches of asset‑backed securities;
the terms under which that additional tranche of asset‑backed securities may be issued and the relevant assets increased or changed; and
a statement as to whether the prior approval of existing holders of the asset‑backed securities will be sought.Enhancement
8. Describe the material terms of any enhancement, including the manner in which the enhancement is designed to ensure the timely payment of moneys in respect of the asset‑backed securities being offered and any limits on the timing or amount of the enhancement or any conditions that must be met before the enhancement can be accessed.
9. If an entity or a group of entities providing any enhancement for the asset‑backed securities being offered is liable or contingently liable to provide payments representing 10% or more of the cash flows supporting any class of asset‑backed securities being offered, provide information on the organisational form and business of each provider of the enhancement.
10. Disclose, to the extent that the relevant entity is aware or is able to ascertain from information published by each provider of the enhancement, material financial information in respect of the provider, unless the shares or equity interests of the provider are already listed for quotation on an approved exchange or overseas exchange, in which case, the name of the exchange on which the shares or equity interests are already listed for quotation must be disclosed in respect of the provider.Derivatives contracts
11. Disclose information in respect of any derivatives contract that has a primary purpose of altering the characteristics of cash flows from the asset pool, but does not provide credit enhancement related to the asset pool or the asset‑backed securities, including the following information:
the name of the counterparty to the derivatives contract;
the nature of the operations and principal activities of the counterparty to the derivatives contract; (c)the material terms and conditions of the derivatives contract, including any limit or restriction on the timing or amount of payments and any condition of payments.Credit Rating
12. If the relevant entity or the asset‑backed securities being offered has 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);
whether any fee or benefit of any kind has been paid by the relevant entity or any of its 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.
13. If a credit rating is disclosed under paragraph 12 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 asset‑backed securities, 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 asset‑backed securities being offered;
if the credit rating is a “preliminary”, “provisional” or “expected” rating, a statement undertaking to announce the final rating when it is available;
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.”
14. If neither the relevant entity nor the asset‑backed securities being offered have 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 and the asset‑backed securities being offered has been made.Other Investment Considerations
15. Provide an explanation of any other matter which, in the reasonable opinion of the directors or equivalent persons of the sponsor and of the relevant entity, is likely to be of significance to investors relating to the offer. Any such explanation should be given appropriate prominence depending on the nature of the matter concerned and its significance to investors.Reports
16. Describe the method and frequency by which holders of the asset‑backed securities will receive periodic reports on their investment, including information on the occurrence of any event, default or other matter which has or may have an adverse effect on the amount or timing of the principal sum or interest that is or will be payable to holders of the asset‑backed securities.
17. Where the relevant entity does not intend to publish annual reports and financial statements, provide a statement of that fact.Part 6RELEVANT ASSETSCharacteristics of Relevant Assets
1. Provide the following information on the relevant assets:
the type or types of relevant assets to be securitised;
the material terms and conditions that apply in respect of each type of relevant assets;
the solicitation, credit-granting or underwriting criteria used to originate or purchase the relevant assets and the extent to which such criteria could be overridden;
the method and criteria by which the relevant assets are selected;
the nature, findings and conclusions of any form of due diligence in respect of the relevant assets (including any review, verification or assessment) that has been undertaken by the relevant entity, sponsor, originator, underwriter or any other party appointed for that purpose;
the process for handling delinquencies, losses, bankruptcies and recoveries, if applicable;
where legal or regulatory provisions may materially affect the performance of the relevant assets or payments or expected payments on the asset‑backed securities, these provisions and their effect.
2. Describe the material characteristics of the relevant assets, including —
the number of each type of relevant assets;
the total value of the relevant assets and the method of determining such value including any assumption used;
the yield, a summary of the method by which that yield is calculated, the nominal rate of return and —
if the nominal rate is a floating rate, how the rate is calculated; or
if several or variable rates are provided for, the conditions for changes in the rate;
the date from which interest or any other payment accrues and the payment dates;
the expiry or maturity dates of the relevant assets, if applicable;
whether the relevant assets are secured or unsecured and, if secured, the type of collateral and the ratio of the value or amount of the relevant assets to the value or amount of such security at the time of the transfer or assignment of the relevant assets from the sponsor to the relevant entity; (g)the credit quality of the obligors;
the billing and payment procedures, including frequency of payment, payment options, fees, charges and origination or payment incentives; and
the geographic distribution or other concentrations which are material to the asset type, if applicable.
3. Provide a description of the cash flow profile of, the ageing of cash flows of, and, if available, historic levels of arrears of or rates of default in, the payments generated by the relevant assets or other assets of a similar quality, if applicable.
4. Summarise any significant representations and warranties made concerning the relevant assets by the sponsor, depositor or any other party and describe briefly the remedies available if those representations and warranties are breached.
5. Describe any material direct or contingent claim that parties other than the holders of the asset‑backed securities have on the relevant assets. Also describe any material cross‑collateralisation or cross‑default provisions relating to the relevant assets.
6. Provide information regarding circumstances where relevant assets may be added, substituted or removed from the asset pool, including —
when and how relevant assets can be removed or substituted;
any differences in the acquisition or underwriting criteria for additional relevant assets and the criteria used to select the current asset pool;
the party with the authority to add, remove or substitute assets from the asset pool or determine if such assets meet the acquisition or underwriting criteria for additional relevant assets;
any requirements to add or remove minimum amounts of relevant assets and any effects of not meeting those requirements; and
how investors will be notified of changes to the asset pool.Sale or Transfer of Relevant Assets
7. Describe the sale or transfer of the relevant assets to the relevant entity as well as the creation of any security interest in favour of the relevant entity, the holders of the asset‑backed securities or others, including the material terms of any agreement providing for such sale, transfer or creation of a security interest.
8. State the amount paid or to be paid for the relevant assets, and the principles followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the relevant entity, the sponsor, the depositor and any underwriter to the offer.
9. If expenses incurred in connection with the selection and acquisition of the relevant assets are to be paid out of the proceeds from the offer, disclose the amount of such expenses. If such expenses are to be paid to the sponsor, servicer, depositor, relevant entity, underwriter or any associate of the foregoing, separately identify the type and amount of expenses paid to each such party.Significant Obligors of Relevant Assets
10. Where any obligor accounts for 10% or more of the total value of the relevant assets, provide —
the name, address, country of incorporation or constitution and nature of business of the obligor;
to the extent that the relevant entity is aware or is able to ascertain from information published by the obligor, material financial information in respect of each obligor, unless —
the shares or equity interests of the obligor are already listed for quotation on an approved exchange or overseas exchange; or
the obligations of the obligor are guaranteed by an entity the shares or equity interests of which are already listed for quotation on an approved exchange or overseas exchange,in which case, the name of the approved exchange or overseas exchange on which the shares or equity interests of the obligor or its guarantor entity, as the case may be, are already listed for quotation must be disclosed;
information on the relationship, if any, between —
the obligor and the relevant entity;
the obligor and the sponsor;
the guarantor entity mentioned in sub‑paragraph (b) and the relevant entity; and
the guarantor entity mentioned in sub‑paragraph (b) and the sponsor;
information on the nature and extent of the exposure of the relevant assets to the obligor; and
the material terms of the relevant assets or the agreements with the obligor involving the relevant assets.Part 7PARTICIPANTSSponsor
1. Provide the following information in respect of the sponsor:
the nature of its operations and principal activities;
a summary of its securitisation programme and how long it has been engaged in similar securitisation transactions;
its role and responsibilities in the securitisation programme, including whether the sponsor or its associate is responsible for originating, acquiring, pooling or servicing the asset pool, and the sponsor’s participation in setting up the asset‑backed securities structure and in the management of the asset pool.Depositor
2. If the depositor is not the same entity as the sponsor, provide the following information in respect of the depositor:
its ownership structure;
the nature of its operations and principal activities other than that of securitising assets; (c)any continuing duties that it may have, following the issuance of the asset‑backed securities, regarding the asset‑backed securities or the asset pool.Servicer
3. Provide the following information in respect of the servicer:
the nature of its operations and principal activities, and its experience in and procedures for servicing assets of the type included in the asset pool;
the material terms of the servicing agreement and its duties in relation to servicing of the asset pool;
the manner in which amounts due in relation to the relevant assets will be collected and maintained;
its ability to waive or modify any terms, fees, penalties or payments in relation to the asset pool and the effect of any such ability, if material, on the potential cash flows to the relevant entity;
if it has custodial responsibility for any or all of the asset pool, the arrangements regarding the safekeeping and preservation of the assets or, if it does not have custodial responsibility for the asset pool, that fact and the identity of the party that has such responsibility;
any limitations on its liability under the servicing agreement;
its financial condition, if this can have a material impact on one or more aspects of servicing of the asset pool which in turn can materially affect the performance of the asset‑backed securities being offered; (h)a summary of the terms regarding the removal, replacement or resignation of the servicer.Part 8INTERESTS OF KEY PARTICIPANTS, EXPERTS, UNDERWRITERS AND FINANCIAL ADVISERSInterests of Experts
1. If an expert named in the prospectus —
is employed on a contingent basis by the sponsor, depositor or relevant entity;
has a material interest, whether direct or indirect, in the asset‑backed securities of the relevant 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
2. If, in the reasonable opinion of the directors or equivalent persons of the relevant entity, any underwriter or other financial adviser in relation to the offer has a material relationship with the sponsor, depositor or relevant entity, describe the nature and terms of such relationship.Part 9THE OFFER AND LISTINGOffer Details
1. Where the asset-backed securities 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 asset‑backed securities being offered.
3. Indicate whether the asset-backed securities being offered are in registered or bearer form.
4. Describe the arrangement for transfer, and any restriction on the free transferability, of the asset‑backed securities being offered.Plan of Distribution
5. Where not all of the asset-backed securities being offered are underwritten or guaranteed, provide a statement of the portion not so underwritten or guaranteed.
6. Where the offer of asset-backed securities, 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 asset‑backed securities; or
an agency or “best efforts” type of arrangement under which the underwriters are required to take and to pay for only such asset‑backed securities 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 asset‑backed securities being offered can be increased, such as by the exercise of an underwriter’s over‑allotment option, state the exercise period of and amount under such option.
8. If applicable, identify any group of targeted potential investors to whom the asset‑backed securities 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.Markets
9. Identify the approved exchange or overseas exchange on which asset‑backed securities 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 asset‑backed securities is being or is proposed to be sought.
10. When permission to list for quotation or quote on any approved exchange or overseas exchange is being or is proposed to be sought in respect of the asset‑backed securities in paragraph 9 of this Part or the asset‑backed securities 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 asset‑backed securities will be listed for quotation or quoted and on which trading will commence.Dealing and Settlement
11. Provide information on any dealing and settlement arrangement.Part 10ADDITIONAL INFORMATIONConstituent Documents of Relevant Entity
1. Provide a summary of the provisions of the relevant entity’s constituent documents and by‑laws, including any provisions for the modification of the terms and conditions of the asset‑backed securities.Taxation
2. Provide information regarding taxes (including withholding provisions) to which holders of the asset‑backed securities may be subject. If the relevant entity is incorporated or constituted 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
3. 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.
4. 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.
5. The information mentioned in paragraphs 3 and 4 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.Consent from Issue Managers and Underwriters
6. 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.Statement by the Directors of the Sponsor
7. Include 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 prospectus 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 prospectus are fair and accurate in all material respects as at the date of the prospectus and that there are no material facts the omission of which would make any statement in the prospectus misleading.Documents for Inspection
8. 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 asset‑backed securities;
the servicing agreement mentioned in paragraph 3(b) of Part 7 of this Schedule;
every report, memorandum, letter, valuation, statement or other document by any expert any part of which is included or mentioned in the prospectus; (e)in the case where the relevant assets were previously held by another entity and were that entity’s sole assets, the audited financial statements of that entity for the 2 most recently completed financial years, or for such number of financial years during which it has been in existence, if it has been in existence for less than 2 completed financial years, and has held those assets.Litigation
9. Provide information on any legal or arbitration proceedings against the relevant entity, its trustee or the provider of any enhancement, including those which are pending or known to be contemplated, which may have, or have had in the last 12 months preceding the date of lodgment of the prospectus, a material effect on the financial position or profitability of the relevant entity or the provider.