s 277 Offer made using offer information statement
277.—(1) Subject to subsection (1A), Subdivisions (2) and (3) of this Division (other than section 257) do not apply to an offer of securities or securities‑based derivatives contracts (not being such securities or securities‑based derivatives contracts as may be prescribed by regulations made under section 341), whether by means of a rights issue or otherwise, if the following conditions are satisfied:(a) the securities or securities-based derivatives contracts are —(i) units or derivatives of units in a business trust, issued by a trustee‑manager in its capacity as trustee‑manager of the business trust, where the business trust is one the units of which are listed for quotation on an approved exchange;[Act 12 of 2026 wef 29/06/2026] (ia) SDRs the underlying securities of which are units in a business trust issued by a trustee‑manager in its capacity as trustee‑manager of the business trust, where the business trust is one the units of which are listed for quotation on an approved exchange;[Act 12 of 2026 wef 29/06/2026] (ii) securities or securities-based derivatives contracts (other than those mentioned in sub‑paragraph (i) and SDRs) issued by a corporation the shares of which are listed for quotation on an approved exchange; or[Act 12 of 2024 wef 24/01/2025] [Act 12 of 2026 wef 29/06/2026] (iii) SDRs the underlying securities of which are securities issued by a corporation (other than those mentioned in sub‑paragraph (i)), where the corporation is one the shares of which are listed for quotation on an approved exchange;[Act 12 of 2026 wef 29/06/2026] (aa) if the securities or securities-based derivatives contracts are units of shares or units of debentures, the issuer of the units is the issuer of those shares or debentures, as the case may be;[Act 12 of 2024 wef 24/01/2025] (ab) if the securities or securities-based derivatives contracts are derivatives of units in a business trust, the issuer of the derivatives is the issuer of those units in the business trust;[Act 12 of 2024 wef 24/01/2025] (b) an offer information statement relating to the offer which complies with such requirements as to form and content as may be prescribed by regulations made under section 341 is lodged with the Authority; (c) either —(i) the offer is made in, or accompanied by, the offer information statement mentioned in paragraph (b); or (ii) all the conditions in subsection (1B) are satisfied.[4/2017] [Act 12 of 2024 wef 24/01/2025] (1AA) For the purposes of subsection (1)(a), units in a business trust or shares of a corporation are treated as being listed for quotation on an approved exchange if SDRs with units in the business trust or shares of the corporation (as the case may be) as the underlying securities are listed for quotation on the approved exchange.[Act 12 of 2026 wef 29/06/2026] (1A) Subsection (1) only applies to an offer of securities or securities‑based derivatives contracts referred to in that subsection made within a period of 6 months from the date the offer information statement relating to that offer is lodged with the Authority.[2/2009; 4/2017] (1AB) In relation to an offer of securities —(a) where the securities are issued, whether by means of a rights issue or otherwise, by a subsidiary (called in this section the subsidiary) of an entity whose shares are listed for quotation on an approved exchange (called in this section the listed entity); and (b) where the listed entity has guaranteed, or has agreed to guarantee, unconditionally and irrevocably, all payment obligations (whether in cash, in kind or otherwise) of the subsidiary arising from the securities, the Authority may, on the application of the subsidiary or the listed entity, declare by written notice to the applicant that the provision of an offer information statement in lieu of a prospectus relating to an offer of securities would not be prejudicial to investors of such securities. [4/2017] (1AC) Where the Authority makes a declaration mentioned in subsection (1AB) in relation to an offer of securities, Subdivisions (2) and (3) of this Division (other than section 257) do not apply to the offer of securities for a period of 6 months starting on the date of the declaration if all of the following conditions are satisfied:(a) the offer information statement relating to the offer of securities —(i) complies with such requirements as to form and content as may be prescribed by regulations made under section 341; (ii) is signed by every director, or equivalent person, of the subsidiary and the listed entity; and (iii) is lodged by the subsidiary or the listed entity, with the Authority; (b) either —(i) the offer of securities is made in, or accompanied by, the offer information statement mentioned in paragraph (a); or (ii) all the conditions in subsection (1B) are satisfied.[4/2017] (1AD) The Authority may, on making a declaration under subsection (1AB), provide that the offer of securities may only be made subject to such conditions or restrictions as the Authority may impose.[4/2017] (1B) The conditions mentioned in subsections (1)(c)(ii) and (1AC)(b)(ii) are —(a) the offer is made using any automated teller machine or such other electronic means as the Authority may prescribe; (b) the automated teller machine or prescribed electronic means indicates to a prospective subscriber or buyer —(i) how the prospective subscriber or buyer can obtain, or arrange to receive, a copy of the offer information statement in respect of the offer; and (ii) that the prospective subscriber or buyer should read the offer information statement before submitting an application, before enabling the prospective subscriber or buyer to submit any application to subscribe for or purchase securities or securities‑based derivatives contracts; and (c) the person making the offer complies with such other requirements as the Authority may prescribe.[4/2017] (2) The Authority may, on the application of any person interested, modify the prescribed form and content of the offer information statement in such manner as is appropriate, subject to such conditions or restrictions as the Authority may determine. (3) Sections 249, 249A, 253, 254 and 255 apply in relation to an offer information statement referred to in subsection (1) or (1AC) as they apply in relation to a prospectus.[4/2017] (4) For the purposes of subsection (3) —(a) a reference in section 249 or 249A to the registration of the prospectus is to be read as a reference to the lodgment of the offer information statement; (b) a reference in section 253 or 254 to any information or new circumstance required to be included in a prospectus under section 243 is to be read as a reference to any information prescribed under subsection (1)(b); and (c) in relation to an offer information statement mentioned in subsection (1AC), a reference in section 253(4)(a), (b) or (c) or 254(3)(a), (b) or (c) to the person making the offer is to be read as a reference to the subsidiary and the listed entity.[4/2017] (5) Where the written consent of an expert is required to be given under section 249 (as applied in relation to an offer information statement under subsection (3)), that written consent must be lodged with the Authority at the same time as the lodgment of the statement. (6) Where the written consent of an issue manager or underwriter is required to be given under section 249A (as applied in relation to an offer information statement under subsection (3)), that written consent must be lodged with the Authority at the same time as the lodgment of the statement. (7) A person must not advertise an offer or intended offer of any securities or securities‑based derivatives contracts referred to in subsection (1) or (1AC), or publish a statement that directly or indirectly refers to the offer or intended offer, or that is reasonably likely to induce persons to subscribe for or purchase the securities or securities‑based derivatives contracts, unless the advertisement or publication complies with such requirements as the Authority may prescribe by regulations made under section 341.[34/2012; 4/2017] [Act 12 of 2024 wef 24/01/2025] (8) Any person who contravenes subsection (7), or who knowingly authorises or permits the publication or dissemination of any advertisement or statement referred to in that subsection, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.[34/2012]