3.—(1) If a prospectus is required for an offer or intended offer of units or derivatives of units in SP Australia Networks (Finance) Trust or an Additional Trust, as the case may be, there shall not be —| (a) | any advertisement of the offer or intended offer; or | | (b) | any publication of any statement that —| (i) | directly or indirectly refers to the offer or intended offer; or | | (ii) | is reasonably likely to induce persons to subscribe for or purchase the units or derivatives of units, |
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| unless the advertisement or publication is authorised by this paragraph. |
(2) In determining whether a statement —| (a) | indirectly refers to an offer or intended offer of units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; or | | (b) | is reasonably likely to induce persons to subscribe for or purchase units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, |
| regard shall be had to whether the statement — |
| (i) | forms part of the normal advertising —| (A) | by the responsible entity on behalf of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, in respect of the products or services offered by SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, on behalf of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, and is genuinely directed at maintaining existing customers, or attracting new customers, for those products or services; or | | (B) | of an entity’s products or services, and is genuinely directed at maintaining its existing customers, or attracting new customers, for those products or services; |
| | (ii) | communicates information that materially deals with the affairs of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, or the entity; and | | (iii) | is likely to encourage investment decisions being made on the basis of the statement rather than on the basis of information contained in a prospectus or profile statement. |
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(3) Notwithstanding sub-paragraph (6), before a prospectus or profile statement is registered by the Authority, a preliminary document which has been lodged with the Authority to institutional investors, relevant persons as defined in section 275(2) of the Act or persons to whom an offer referred to in section 275(1A) of the Act is to be made, may be disseminated without contravening sub-paragraph (1), if —| (a) | the front page of the preliminary document contains —| (i) | the following statement: “This is a preliminary document and is subject to further amendments and completion in the prospectus to be registered by the Monetary Authority of Singapore.”; |
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| | (ii) | a statement that a person to whom a copy of the preliminary document has been issued shall not circulate it to any other person; and | | (iii) | a statement in bold lettering that no offer or agreement shall be made on the basis of the preliminary document to purchase or subscribe for any units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, to which the preliminary document relates; |
| | (b) | the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer of the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, to which the preliminary document relates, or the acceptance of such an offer by any person; and | | (c) | when the prospectus is registered by the Authority, reasonable steps shall be taken to notify the persons to whom the preliminary document was issued that the registered prospectus is available for collection. |
[S 670/2018 wef 08/10/2018] |
| (4) Notwithstanding sub-paragraph (6), sub-paragraph (1) is not contravened by the presentation of oral or written material, on matters contained in a preliminary document which has been lodged with the Authority, to institutional investors, relevant persons as defined in section 275(2) of the Act or persons to whom an offer referred to in section 275(1A) of the Act is to be made before a prospectus or profile statement is registered by the Authority. [S 670/2018 wef 08/10/2018] |
| (5) For the avoidance of doubt, a prospectus or profile statement that has been registered by the Authority under section 240 of the Act may be disseminated without contravening sub-paragraph (1). [S 670/2018 wef 08/10/2018] |
(6) Before a prospectus or profile statement is registered, an advertisement or a publication does not contravene sub-paragraph (1) if it contains only the following: | (a) | a statement that identifies the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, the person making the offer, the issuer and the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; | | (b) | a statement that a prospectus or profile statement for the offer will be made available when the offer is made; | | (c) | a statement that anyone wishing to acquire the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, will need to make an application in the manner set out in the prospectus or profile statement; and | | (d) | a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile statement. |
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| (7) To satisfy sub-paragraph (6), the advertisement or publication shall include all of the statements referred to in sub-paragraphs (6)(a), (b) and (c), and may include the statement referred to in sub-paragraph (6)(d). |
(8) After a prospectus or profile statement is registered with the Authority, an advertisement or a publication does not contravene sub-paragraph (1) if —| (a) | it includes a statement that the prospectus or profile statement in respect of the offer of units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, is available for collection at the times and places specified in the statement; | | (b) | it includes a statement that anyone wishing to acquire the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, will need to make an application in the manner set out in the prospectus or profile statement; and | | (c) | it does not contain any information that is not included in the prospectus or profile statement. |
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(9) An advertisement or a publication does not contravene sub-paragraph (1) if it —| (a) | consists solely of a disclosure, notice or report required under the Act, or any listing rules or other requirements of an approved exchange or a recognised securities exchange made by any person; [S 670/2018 wef 08/10/2018] | | (b) | consists solely of a notice or report of a general meeting or proposed general meeting of the person making the offer, the issuer, the responsible entity or any entity, a notice or report of a general meeting or proposed general meeting of the unitholders of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, or a presentation of oral or written material on matters so contained in the notice or report at the general meeting; | | (c) | consists solely of a report about the issuer or SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, whose units or derivatives of units are the subject of the offer or intended offer that is published by the person making the offer, the issuer or the responsible entity, which —| (i) | does not contain information that materially affects the affairs of the issuer or SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, other than information previously made available in a prospectus that has been registered by the Authority, an annual report or a disclosure, notice or report referred to in sub-paragraph (a) or (b); and | | (ii) | does not refer (directly or indirectly) to the offer or intended offer; |
| | (d) | consists solely of a statement made by the person making the offer, the issuer or the responsible entity that a prospectus or profile statement in respect of the offer or intended offer has been lodged with the Authority; | | (e) | is a news report, or a genuine comment, by a person other than any person referred to in sub-paragraph (f)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio, television or any other means of broadcasting or communication, relating to —| (i) | a prospectus or profile statement that has been lodged with the Authority or information contained in such a prospectus or profile statement; | | (ii) | a disclosure, notice or report referred to in sub-paragraph (a); | | (iii) | a notice, report, presentation, general meeting or proposed general meeting referred to in sub-paragraph (b); | | (iv) | a report referred to in sub-paragraph (c); |
| | (f) | is a report about the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, which are the subject of the offer or intended offer, published by someone who is not —| (i) | the person making the offer, the issuer or the responsible entity; | | (ii) | a director or equivalent person of the person making the offer, the issuer or the responsible entity; | | (iii) | a person who has an interest in the success of the issue or sale of the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; or | | (iv) | a person acting at the instigation of, or by arrangement with, any person referred to in sub-paragraph (i), (ii) or (iii); |
| | (g) | is a report about the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, which are the subject of the offer or intended offer, published and delivered to any institutional investor not later than 14 days prior to the date of lodgment of the prospectus, provided that —| (i) | the offer is also made or will also be made in one or more other countries; | | (ii) | the publication and delivery of such report in that other country or any one of those other countries do not infringe any law, code or other requirement of that country; | | (iii) | the report and the manner of its publication and delivery in Singapore comply with such other requirements as may be imposed by the Authority; and | | (iv) | the person issuing the report complies with the requirements set out in regulation 16 of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 and such other requirements as may be imposed by the Authority; or [S 670/2018 wef 08/10/2018] |
| | (h) | is a publication made by the person making the offer, the issuer or the responsible entity solely to correct or provide clarification on any erroneous or inaccurate information or comment contained in —| (i) | an earlier news report or a genuine comment referred to in sub-paragraph (e); or | | (ii) | an earlier publication published in the ordinary course of business of publishing a newspaper, periodical or magazine, or of broadcasting by radio, television or any other means of broadcasting or communication, referred to in sub-paragraph (10), |
| provided that the first-mentioned publication does not contain any material information that is not included in the prospectus; or |
| | (i) | is a publication approved by the Authority. |
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(10) Sub-paragraph (1) is not contravened if —| (a) | any advertisement or publication is published in the ordinary course of a business of —| (i) | publishing a newspaper, periodical or magazine; or | | (ii) | broadcasting by radio, television or any other means of broadcasting or communication; and |
| | (b) | the person publishing the advertisement or publication did not know and had no reason to suspect that its publication would constitute a contravention of sub-paragraph (1). |
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| (11) Sub-paragraphs (9)(e) and (f) shall not apply to an advertisement or a statement if any person gives consideration or any other benefit for the publication of the advertisement or statement. |
| (12) For the purposes of this paragraph, any reference to publishing a statement shall be construed as including a reference to making a statement, whether oral or written, which is reasonably likely to be published. |
| (13) For the purposes of sub-paragraphs (1) and (2), any reference to a statement shall include a reference to any information presented, regardless of whether such information is in text or otherwise. |
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