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Particulars to be included in offer information statement under section 277 of Act for securities or securities‑based derivatives contracts

Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

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SIXTEENTH SCHEDULERegulations 2(3), 38(1)(a) and (2) and 41(2)(l)Particulars to be included in offer information statement under section 277 of Act for securities or securities‑based derivatives contractsPart 1FRONT COVER1. On the front cover of the offer information statement, provide —(a)the date of lodgment of the offer information statement;(b)the following statements:(i)“This document is important. Before making any investment in the securities or securities‑based derivatives contracts 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 or securities‑based derivatives contracts 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 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 securities or securities‑based derivatives contracts, as the case may be, being offered for investment.”;(c)the name of the entity (called in this Schedule the relevant entity) in respect of which the securities or securities‑based derivatives contracts are being offered, its place of incorporation or constitution and the date of incorporation or constitution;(d)a statement that an application has been or will be made to an approved exchange to list for quotation or quote the securities or securities‑based derivatives contracts being offered on that approved exchange, and the name of that approved exchange; and(e)a statement that no securities or securities-based derivatives contracts 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 AGENTSDirectors1. Provide the names and addresses of each of the directors or equivalent persons of the relevant entity.Advisers2. Provide the names and addresses of —(a)the issue manager to the offer, if any;(b)the underwriter to the offer, if any; and(c)the legal adviser for or in relation to the offer, if any.Registrars and Agents3. Provide the names and addresses of the relevant entity’s registrars, transfer agents and receiving bankers for the securities or securities‑based derivatives contracts being offered, where applicable.Part 3OFFER STATISTICS AND TIMETABLEOffer Statistics1. For each method of offer, state the number of the securities or securities‑based derivatives contracts being offered.Method and Timetable2. Provide the information mentioned in paragraphs 3 to 7 of this Part to the extent applicable to —(a)the offer procedure; and(b)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 securities or securities‑based derivatives contracts 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 —(a)the delivery of the documents evidencing title to the securities or securities‑based derivatives contracts being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and(b)the book-entry transfers of the securities or securities‑based derivatives contracts being offered in favour of subscribers or purchasers.6. In the case of any pre-emptive rights to subscribe for or purchase the securities or securities‑based derivatives contracts 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 securities or securities‑based derivatives contracts 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 Incurred1. 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 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.3. 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 securities or securities‑based derivatives contracts.4. For each dollar of the proceeds from the offer that will be raised by the relevant entity, 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 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.6. 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.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 underwriters, or other placement or selling agents in relation to the offer, and the person making the offer. 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 Entity8. Provide the following information:(a)the address and telephone and facsimile numbers of the relevant entity’s 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;(b)the nature of the operations and principal activities of the relevant entity or, if it is the holding company or holding entity of a group, of the group;(c)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 entity or the group, as the case may be, since —(i)the end of the most recently completed financial year for which financial statements of the relevant entity have been published; or(ii)the end of any subsequent period covered by interim financial statements, if interim financial statements have been published;(d)the equity capital and the loan capital of the relevant entity as at the latest practicable date, showing —(i)in the case of the equity capital, the issued capital; or(ii)in the case of the loan capital, the total amount of the debentures issued and outstanding, together with the rate of interest payable thereon;(e)where —(i)the relevant entity is a corporation, the number of shares of the relevant entity owned by each substantial shareholder as at the latest practicable date; or(ii)the relevant entity is not a corporation, the amount of equity interests in the relevant entity owned by each substantial interest‑holder as at the latest practicable date;(f)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 entity or, where the relevant entity is a holding company or holding entity of a group, of the group;(g)where any securities, securities-based derivatives contracts or equity interests of the relevant entity have been issued within the 12 months immediately preceding the latest practicable date —(i)if the securities, securities-based derivatives contracts or equity interests have been issued for cash, state the prices at which the securities or securities‑based derivatives contracts have been issued and the number of securities, securities‑based derivatives contracts or equity interests issued at each price; or(ii)if the securities, securities‑based derivatives contracts or equity interests 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 securities, securities‑based derivatives contracts or equity interests;(h)a summary of each material contract, other than a contract entered into in the ordinary course of business, to which the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any member of the group 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 relevant entity or any other member of the group, as the case may be.Part 5OPERATING AND FINANCIAL REVIEW AND PROSPECTSOperating Results1. Provide selected data from —(a)the audited income statement of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the audited consolidated income statement of the relevant entity 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(b)any interim income statement of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any interim consolidated income statement of the relevant entity 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:(a)dividends declared per share in both the currency of the financial statements and the Singapore currency, including the formula used for any adjustment to dividends declared;(b)earnings or loss per share;(c)earnings or loss per share, after any adjustment to reflect the sale of new securities or securities‑based derivatives contracts.3. Despite paragraph 1 of this Part, where —(a)unaudited financial statements of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the unaudited consolidated financial statements of the relevant entity or unaudited combined financial statements of the group, have been published in respect of the most recently completed financial year; and(b)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 or equivalent persons of the relevant entity 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 —(a)each financial year (being one of the 3 most recently completed financial years) for which financial statements have been published; and(b)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 entity or, if it is the holding company or holding entity of a group, of the group, and indicate the extent to which such profit or loss before tax of the relevant entity 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 Position5. Provide selected data from the balance sheet of the relevant entity or, if it is the holding company or holding entity of a group, the group as at the end of —(a)the most recently completed financial year for which audited financial statements have been published; or(b)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 entity or the group, as the case may be, and must in addition include the following items:(a)number of shares after any adjustment to reflect the sale of new securities or securities‑based derivatives contracts;(b)net assets or liabilities per share;(c)net assets or liabilities per share after any adjustment to reflect the sale of new securities or securities‑based derivatives contracts.Liquidity and Capital Resources7. Provide an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of —(a)the most recently completed financial year for which financial statements have been published; and(b)if interim financial statements have been published for any subsequent period, that period.8. Provide 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 or, if it is the holding company or holding entity of a group, 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 or equivalent persons 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 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 securities or securities‑based derivatives contracts in the relevant entity, provide —(a)a statement of that fact;(b)details of the credit arrangement or bank loan; and(c)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).Trend Information and Profit Forecast or Profit Estimate10. Discuss —(a)the business and financial prospects of the relevant entity or, if it is the holding company or holding entity of a group, the group, for the next 12 months from the latest practicable date; and(b)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 or equivalent persons of the relevant entity 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 entity 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 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.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 entity, provide in addition to the statement mentioned in paragraph 13 of this Part —(a)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(b)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 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 entity, provide in addition to the statement mentioned in paragraph 13 of this Part —(a)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(b)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 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 Changes16. Disclose any event that has occurred from the end of —(a)the most recently completed financial year for which financial statements have been published; or(b)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 entity or, if it is the holding company or holding entity 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 Details1. Indicate the price at which the securities or securities-based derivatives contracts 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 the offer price 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 securities or securities‑based derivatives contracts 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 —(a)any of the relevant entity’s shareholders or equity interest‑holders have pre‑emptive rights to subscribe for or purchase the securities or securities‑based derivatives contracts being offered; and(b)the exercise of the rights by the shareholder or equity interest‑holder 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 securities or securities-based derivatives contracts of the same class as those securities or securities‑based derivatives contracts being offered are listed for quotation on any approved exchange —(a)in a case where the firstmentioned securities or securities‑based derivatives contracts 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 securities or securities‑based derivatives contracts —(i)for each of the 12 calendar months immediately preceding the calendar month in which the latest practicable date falls; and(ii)for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date; or(b)in a case where the firstmentioned securities or securities‑based derivatives contracts 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 securities or securities‑based derivatives contracts —(i)for each calendar month immediately preceding the calendar month in which the latest practicable date falls; and(ii)for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date;(c)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 securities or securities‑based derivatives contracts have been listed for quotation for less than 3 years, during the period from the date on which the securities or securities‑based derivatives contracts were first listed to the latest practicable date; and(d)disclose information on any lack of liquidity, if the securities or securities‑based derivatives contracts are not regularly traded on the approved exchange.5. Where the securities or securities-based derivatives contracts being offered are not identical to the securities or securities‑based derivatives contracts already issued by the relevant entity, provide —(a)a statement of the rights, preferences and restrictions attached to the securities or securities‑based derivatives contracts being offered; and(b)an indication of the resolutions, authorisations and approvals by virtue of which the entity may create or issue further securities or securities‑based derivatives contracts, to rank in priority to or equally with the securities or securities‑based derivatives contracts being offered.Plan of Distribution6. Indicate the amount, and outline briefly the plan of distribution, of the securities or securities‑based derivatives contracts that are to be offered otherwise than through underwriters. If the securities or securities‑based derivatives contracts 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 securities or securities‑based derivatives contracts being underwritten by each underwriter.Part 7ADDITIONAL INFORMATIONStatements by Experts1. 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 —(a)state the date on which the statement was made;(b)state whether or not it was prepared by the expert for the purpose of incorporation in the offer information statement; and(c)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 Underwriters4. 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.Other Matters5. Include particulars of any other matters not disclosed under any other paragraph of this Schedule which could materially affect, directly or indirectly —(a)the relevant entity’s business operations or financial position or results; or(b)investments by holders of securities or securities-based derivatives contracts in the relevant entity.Part 8ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURESGuarantor Entity, Advisers and Agents1. Provide the name and address of each paying agent of the relevant entity.2. In the case of a guaranteed debenture issue, provide —(a)the name and address of the guarantor entity; and(b)the names and addresses of each of the directors or equivalent persons of the guarantor entity.3. 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 —(a)enforce a lien against the property of the relevant entity;(b)act on behalf of the debenture holders; or(c)take any action at the request of the debenture holders.4. 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.Offer Statistics5. State —(a)where the amount of subscriptions that are being sought is fixed at the date of lodgment of the offer information statement —(i)that amount; and(ii)where applicable, that that amount may be reduced and how and when the relevant entity will inform investors of the final amount of subscriptions sought;(b)where the amount of subscriptions that are being sought is not fixed at the date of lodgment of the offer information statement —(i)the range of that amount; and(ii)how and when the relevant entity will inform investors of the final amount of subscriptions sought;(c)the nature and denomination of the debentures or units of debentures, as the case may be, being offered;(d)where the number of debentures or units of debentures being offered is fixed at the date of lodgment of the offer information statement —(i)that number; and(ii)where applicable, 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;(e)where the number of debentures or units of debentures being offered is not fixed at the date of lodgment of the offer information statement —(i)the range of that number; and(ii)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;(f)where the debentures or units of debentures, as the case may be, are offered at a discount or premium, the face value of the debentures or units of debentures being offered and the discount or premium; and(g)the currency of the issue and, if the issue is payable in any other currency, that fact.6. 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 that option. To avoid doubt, the amount of subscriptions to be stated under paragraph 5(a) or (b) of this Part and the number of debentures or units of debentures being offered to be stated under paragraph 5(d) or (e) of this Part must not include any amount of debentures or units of debentures being offered that can be increased under such an option.Principal Terms and Conditions7. Provide the following information on the debentures or units of debentures, as the case may be, being offered:(a)where the yield is fixed at the date of lodgment of the offer information statement, that yield and a summary of the method by which that yield is calculated;(b)where the yield is not fixed at the date of lodgment of the offer information statement —(i)how and when the relevant entity will inform investors of the final yield; and(ii)a statement that subscriptions from investors (other than any institutional investor, relevant person as defined in section 275(2) of the Act, or person who intends to subscribe for the debentures or units of debentures, as the case may be, at a consideration of at least $200,000) will be accepted only after the final yield is made known to the investors;(c)where the nominal interest rate is set at the date of lodgment of the offer information statement, the nominal interest rate and —(i)if the nominal interest rate is a floating rate, how the rate is calculated; and(ii)if several or variable interest rates are provided for, the conditions for changes in the rate;(d)where the nominal interest rate is not set at the date of lodgment of the offer information statement —(i)how and when the relevant entity will inform investors of the final nominal interest rate; and(ii)a statement that subscriptions from investors (other than any institutional investor, relevant person as defined in section 275(2) of the Act, or person who intends to subscribe for the debentures or units of debentures, as the case may be, at a consideration of at least $200,000) will be accepted only after the nominal interest rate is made known to the investors;(e)the issue and redemption prices;(f)the date from which interest accrues, and the interest payment dates;(g)the procedures for, and validity period of, claims for payment of interest and repayment of the principal sum;(h)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;(i)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 —(i)the persons who have the power to determine —(A)the currency or currencies in which payment is to be made; and(B)the applicable currency exchange rates; and(ii)the basis on which each determination in sub-paragraph (i) will be made;(j)the final repayment date and, where there is any option for early repayment —(i)that fact;(ii)whether the option is exercisable at the option of the relevant entity or of the holder of the debentures or units of debentures; and(iii)the early repayment date;(k)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;(l)a description of any subordination or seniority of the issue to other debts of the relevant entity already incurred or to be incurred;(m)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 —(i)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(ii)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;(n)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;(o)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;(p)the particulars of any significant covenant, including those concerning subsequent issues of other forms, or subsequent series of debentures or units of debentures;(q)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;(r)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);(s)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;(t)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;(u)information on when holders of the debentures or units of debentures are able to take action to enforce their claims;(v)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 —(i)the communication plans with debenture holders;(ii)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;(iii)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(iv)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;(w)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;(x)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.Credit Rating8. 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 —(a)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.9. If a credit rating is disclosed under paragraph 8 of this Part, provide the following information:(a)a statement whether the credit rating is current as of the date of lodgment of the offer information statement;(b)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 that investors should perform their own evaluation as to whether the investment is appropriate;(c)a statement that the credit rating may be revised or withdrawn at any time;(d)a statement that the credit rating is a statement of opinion;(e)a statement stating the specific publicly available sources where the following information can be obtained:(i)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;(iv)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;(f)if the credit rating is a “preliminary”, “provisional” or “expected” rating, a statement undertaking to announce the final rating when it is available;(g)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.”10. 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.[S 824/2018 wef 19/12/2018]Secured Debentures11. 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 —(a)the aggregate value of the tangible assets owned by the relevant entity;(b)the aggregate value of the tangible assets owned by each, or jointly owned by 2 or more, of its guarantor entities; and(c)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.12. Show also, in the summary —(a)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;(b)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(c)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.13. 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.14. Where the tangible assets mentioned in paragraph 11 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 offer information statement by an independent qualified valuer.Documents for Inspection15. Provide a statement that, for a period of at least 6 months after the date of lodgment of the offer information statement, the trust deed, fiscal agency agreement or any other document constituting the debentures or units of debentures (or a copy of the trust deed, fiscal agency agreement or other document) and in the case of a guaranteed debenture issue, the guarantee and other related documents (or a copy of the guarantee and related documents), may be inspected by any person at a specified place in Singapore.Part 9ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURESInformation on Convertible Debentures1. 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.2. 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:(a)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;(b)the period during which the conversion, exchange, subscription or purchase right may be exercised and the date on which this right commences;(c)the amount payable on the exercise of the conversion, exchange, subscription or purchase right;(d)any arrangement for the transfer or transmission of the conversion, exchange, subscription or purchase right;(e)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;(f)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.Part 10ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES OR SECURITIES‑BASED DERIVATIVES CONTRACTS BY WAY OF RIGHTS ISSUE1. Provide —(a)the particulars of the rights issue;(b)the last day and time for splitting of the provisional allotment of the securities or securities‑based derivatives contracts to be issued pursuant to the rights issue;(c)the last day and time for acceptance of and payment for the securities or securities‑based derivatives contracts to be issued pursuant to the rights issue;(d)the last day and time for renunciation of and payment by the renouncee for the securities or securities‑based derivatives contracts to be issued pursuant to the rights issue;(e)the terms and conditions of the offer of securities or securities‑based derivatives contracts to be issued pursuant to the rights issue;(f)the particulars of any undertaking from the substantial shareholders or substantial equity interest‑holders, as the case may be, of the relevant entity to subscribe for their entitlements; and(g)if the rights issue is or will not be underwritten, the reason for not underwriting the issue.Part 11Additional information required for offer information statement for purposes of section 277(1AC)(a)(i) of Act1. An offer information statement for the purposes of section 277(1AC)(a)(i) of the Act must contain information in respect of both the subsidiary mentioned in section 277(1AB) of the Act and the listed entity mentioned in section 277(1AB) of the Act, in respect of the information required under the following provisions of this Schedule:(a)paragraph 1(c) of Part 1;(b)paragraph 1 of Part 2;(c)paragraphs 5, 6 and 8 of Part 4;(d)paragraphs 1 to 16 of Part 5;(e)paragraph 5 of Part 7;(f)paragraphs 4 and 8 to 14 of Part 8.2. For the purposes of paragraph 1 of this Part, a reference in a provision of this Schedule mentioned in paragraph 1 to the relevant entity is a reference to both the subsidiary mentioned in section 277(1AB) of the Act and the listed entity mentioned in section 277(1AB) of the Act.

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