Regulations for Offers of Securities (prospectus requirements)

Detailed provisions of what a prospectus must contain can be found under section 243 of the Securities and Futures Act (SFA); specifically subsection (3) below.

According to the SFA

243.—(1) A prospectus for an offer of securities or securities-based derivatives contracts shall contain —

(a) all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters specified in subsection (3); and

(b) the matters prescribed by the Authority.

(2) The prospectus shall, with respect to subsection (1)(a), contain such information —

(a) only to the extent to which it is reasonable for investors and their professional advisers to expect to find in the prospectus; and

(b) only to the extent that a person whose knowledge is relevant — (i) actually knows the information; or (ii) in the circumstances ought reasonably to have obtained the information by making enquiries.

(3) The matters referred to in subsection (1)(a) relate to —

(a)	the rights and liabilities attaching to the securities or securities‑based derivatives contracts;
(b)	in the case of an offer of securities or securities‑based derivatives contracts other than units or derivatives of units in a business trust, the assets and liabilities, profits and losses, financial position and performance, and prospects of the issuer;
(c)	if the underlying entity is controlled by — (i) the person making the offer; (ii) one or more of the related parties of the person making the offer; or (iii) the person making the offer and one or more of that person’s related parties, the assets and liabilities, profits and losses, financial position and performance, and prospects of that entity;
(d)	in the case of an offer of units of shares or debentures, where — (i) the person making the offer is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units; or (ii) an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units, or meet financial or contractual obligations to the holders of those units: (A) the person making the offer; (B) one or more of the related parties of the person making the offer; (C) the person making the offer and one or more of that person’s related parties, the capacity of that person or entity to issue or deliver the relevant securities, or the ability of that person or entity to meet those financial or contractual obligations;
(e)	in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, where — (i) the person making the offer is the trustee‑manager of the business trust; or (ii) the trustee‑manager of the business trust is controlled by — (A) the person making the offer; (B) one or more of the related parties of the person making the offer; or (C) the person making the offer and one or more of that person’s related parties, the assets and liabilities, profits and losses, financial position and performance of the business trust and of the trustee‑manager, and the prospects of the business trust;
(f)	in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in a business trust issued by an entity (A) other than the trustee‑manager of the business trust, where — (i) the person making the offer is A; or (ii) A is controlled by — (A) the person making the offer; (B) one or more of the related parties of the person making the offer; or (C) the person making the offer and one or more of that person’s related parties, the assets and liabilities, profits and losses, financial position and performance, and prospects of A; and
(g)	in the case of an offer of securities or securities‑based derivatives contracts being derivatives of units in the business trust, where — (i) the person making the offer is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units; or (ii) an entity which is controlled by one of the following is or will be required to issue or deliver the relevant units or derivatives of units, or meet financial or contractual obligations to the holders of those derivatives of units: (A) the person making the offer; (B) one or more of the related parties of the person making the offer; (C) the person making the offer and one or more of that person’s related parties, the capacity of that person or entity to issue or deliver the relevant units or derivatives of units in that business trust, or the ability of that person or entity to meet those financial or contractual obligations.