s 305A First sale of units acquired pursuant to section 305
305A.—(1) Despite sections 302B, 302C, 303(1) and 305B but subject to subsection (5), where units in a collective investment scheme acquired pursuant to an offer made in reliance on an exemption under section 305 are first sold to any person other than —(a) an institutional investor; (b) a relevant person as defined in section 305(5); or (c) any person pursuant to an offer referred to in section 305(2), then Subdivisions (2) and (3) of this Division apply to the offer resulting in that sale. [2/2009] (2) Subject to subsection (5), securities of a corporation (other than a corporation that is an accredited investor) —(a) the sole business of which is to hold investments; and (b) the entire share capital of which is owned by one or more individuals each of whom is an accredited investor, must not be transferred within 6 months after the corporation has acquired any units in a collective investment scheme pursuant to an offer made in reliance on an exemption under section 305, unless — (c) that transfer —(i) is made only to institutional investors or relevant persons as defined in section 305(5); or (ii) arises from an offer referred to in section 275(1A); (d) no consideration is or will be given for the transfer; or (e) the transfer is by operation of law.[2/2009] (3) Subject to subsection (5), where —(a) the sole purpose of a trust (other than a trust the trustee of which is an accredited investor) is to hold investments; and (b) each beneficiary of the trust is an individual who is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in the trust must not be transferred within 6 months after units in a collective investment scheme are acquired for the trust pursuant to an offer made in reliance on an exemption under section 305, unless — (c) that transfer —(i) is made only to institutional investors or relevant persons as defined in section 305(5); or (ii) arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of units in a collective investment scheme, securities, securities‑based derivatives contracts or other assets; (d) no consideration is or will be given for the transfer; or (e) the transfer is by operation of law.[2/2009; 4/2017] (4) To avoid doubt, the reference to beneficiaries in subsection (3) includes a reference to unitholders of a business trust and participants of a collective investment scheme. (5) Subsections (1), (2) and (3) do not apply where the units in a collective investment scheme acquired are of the same class as other units in the scheme —(a) which are listed for quotation on an approved exchange; and (b) in respect of which any prospectus, offer information statement, introductory document, unitholders’ circular for a reverse take‑over, document issued for the purposes of a trust scheme, or any other similar document approved by an approved exchange, was issued in connection with —(i) an offer of those units in the scheme; or (ii) the listing for quotation of those units in the scheme.[4/2017] [Act 12 of 2024 wef 24/01/2025]