Singapore legislation
Clause 50
Clause 50
Certain persons to disclose certain interests in securities
(1)
Where a person who is a dealer, investment adviser, dealer’s representative or investment representative sends circulars or other similar written communications in which he made a recommendation, whether expressly or by implication, with respect to securities or a class of securities, the first-mentioned person shall cause to be included in each circular or other communication, in type not less legible than that used in the remainder of the circular or other communication, a concise statement of the nature of any interest in, or any interest in the acquisition or disposal of, those securities or securities included in that class that the first-mentioned person or a person associated with him has at the date on which the first-mentioned person last sends the circular or other communication.
(2)
It is a defence to a prosecution for an offence against subsection (1) in relation to a failure to include in a circular or other communication a statement of the nature of an interest in, or an interest in the acquisition or disposal of, securities or securities included in a class of securities, being an interest of the defendant or of a person associated with the defendant, if the defendant establishes that, at the time at which the circular or other communication was sent, he was not aware and could not reasonably be expected to have been aware —
that he had an interest in, or an interest in the acquisition or disposal of, those securities or securities included in that class; or
that the person associated with him had an interest in, or an interest in the acquisition or disposal of, those securities or securities included in that class,as the case may be.
(3)
For the purposes of subsections (1) and (2) —
an interest of a person in the disposal of securities includes any financial benefit or advantage that will, or is likely to, accrue directly or indirectly to the person upon or arising out of the disposal of the securities;
without limiting the generality of paragraph (a), a person who has entered into an underwriting agreement in respect of securities shall be deemed to have an interest in the acquisition or disposal of those securities; and
notwithstanding section 3, a person is not associated with another person in relation to the sending of a circular or other communication or the making of a recommendation by reason only that he is a director of a body corporate of which the other person is also a director, whether or not the body corporate carries on a business of dealing in securities,unless the person and the other person are acting jointly, or otherwise acting together or under or in accordance with an arrangement made between them, in relation to the sending of the circular or communication or the making of the recommendation.
(4)
Where —
a person has subscribed for or purchased securities for the purpose of offering all or any of them to the public for purchase; and
the person offers any of those securities for purchase,the person shall not make a recommendation, whether orally or in writing and whether expressly or by implication, with respect to the securities offered for purchase unless he has informed each person to whom the recommendation is made that he acquired the securities for that purpose.
(5)
Where —
securities have been offered for subscription or purchase; and
a person has subscribed for or purchased or is or will or may be required to subscribe for or purchase, any of those securities under an underwriting or sub-underwriting agreement by reason that some or all of the securities have not been subscribed for or purchased,the person shall not, during the period of 90 days after the close of the offer, make an offer to sell those securities, otherwise than in the ordinary course of trading on a securities exchange, or make a recommendation with respect to those securities unless the offer or recommendation contains or is accompanied by a statement to the effect that the offer or recommendation relates to securities that he has acquired, or is or will or may be required to acquire, under an underwriting or sub-underwriting agreement by reason that some or all of the securities have not been subscribed for or purchased.
(6)
A person who is a dealer, investment adviser, dealer’s representative or investment representative shall not send to a person a circular or other communication or written offer or recommendation to which subsection (1), (4) or (5) applies unless the circular or other communication or the offer or recommendation —
if the first-mentioned person is a natural person — is signed by that person;
if the first-mentioned person is a body corporate — signed by a director, executive officer or secretary of the body corporate.
(7)
When a person who is a dealer, investment adviser, dealer’s representative or investment representative, sends to a person a circular or other communication or a written offer or recommendation to which subsection (1), (4) or (5) applies, the first-mentioned person shall preserve a copy of the circular or other communication or of the written offer or recommendation, duly signed by the person concerned, mentioned in subsection (6) for 7 years.
(8)
Reference in this section to an offer of securities shall be construed as including a reference to a statement, however expressed, that is not an offer but expressly or impliedly invites a person to whom it is made to offer to acquire securities.
(9)
For the purposes of this section, a circular or other communication or a written offer or recommendation sent to a person shall, if it is signed by a director, executive officer or secretary of a body corporate, be deemed to have been sent by the body corporate.
(10)
The Authority may, if it is in the public interest, exempt a security or any class of securities from the application of this section.
(11)
Any person who contravenes this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding one year or to both.