Singapore Companies Act - Chapter 50 - Schedule 6

Singapore Companies Act Singapore Companies Act Singapore Companies Act Singapore Companies Act

SIXTH SCHEDULE

Section 60(1)

Statement in Lieu of Prospectus

Part I

Statement in Lieu of Prospectus Lodged for Registration by

[Insert name of the company]

 

 

 

 

The issued share capital of the company

$

 

 

 

 

Shares of $

 

Divided into

 

Shares of $

 

 

 

Shares of $

 

Amount (if any) of above capital which consists of redeemable preference shares

 

Shares of $

 

The date on or before which these shares are, or are liable, to be redeemed

 

 

 

Names, descriptions, and addresses of directors or proposed directors

 

 

 

If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively

 

 

 

Number and amount of shares and debentures issued within the two years preceding the date of this statement or proposed or agreed to be issued as fully or partly paid up otherwise than in cash

1.

2.

3.

shares of $   fully paid

shares upon which $    per share credited as paid

debentures $

 

The consideration for the issue or intended issue of those shares and debentures

4.

Consideration:

 

Number, description, and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale

1.

shares of $     and debentures of $

 

Period during which option is exercisable

2.

Until

 

Price to be paid for shares or debentures subscribed for or acquired under option

3.

$

 

Consideration for option or right to option

4.

Consideration:

 

Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures

5.

Names and addresses:

 

Names and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company except where the contract for the purchase or acquisition was entered into in the ordinary course of the business intended to be carried on by the company or the amount of the purchase money is not material.

 

 

 

Amount (in cash, shares or debentures) payable to each separate vendor.

 

 

 

Amount (if any) paid or payable (in cash, shares or debentures) for any such property, specifying amount (if any) paid or payable for goodwill

Total purchase price  $ _______

Cash                      ... $

Shares                   ... $

Debentures            ... $ _______

Goodwill               ... $ _______

 

Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director, or proposed director of the company had any interest direct or indirect

 

 

 

Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or

Amount paid: $ Amount payable: $

 

Rate of the commission

 

per cent

 

Amount or rate of brokerage

 

 

 

The number of shares, if any, which persons have agreed for a commission to subscribe absolutely

 

 

 

Amount or estimated amount of preliminary expenses

$

 

 

By whom those expenses have been paid or are payable

 

 

 

Amount paid or intended to be paid to any promoter

Name of promoter: Amount: $

 

Consideration for the payment

Consideration:

 

Any other benefit given or intended to be given to any promoter

Name of promoter: Nature and value of benefit:

 

Consideration for giving of benefit

Consideration:

 

Dates of, parties to, and general nature of every material contract (other than contracts entered into in the ordinary course of the business intended to be carried on by the company or entered into more than two years before the delivery of this statement)

 

 

 

Time and place at which the contracts or copies thereof or (1) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a language other than English, a copy of a certified translation thereof in English or embodying a translation in English of the parts in a language other than English, as the case may be, may be inspected

 

 

 

Names and addresses of the auditors of the company

 

 

 

Full particulars of the nature and extent of the interest, direct or indirect, of every director, and of every expert, in the promotion of or in the property proposed to be acquired by the company, or, where the interest of such a director or expert consists in being a partner in a firm or limited liability partnership or a holder of shares or debentures in a corporation, the nature and extent of the interest of the firm or limited liability partnership or corporation and where the interest of such a director or such an expert consists in a holding of shares or debentures in a corporation, a statement of the nature and extent of the interest of the director or expert in the corporation, with a statement of all sums paid or agreed to be paid to him or to the firm or limited liability partnership or corporation in cash or shares, or otherwise, by any person (in the case of a director) either to induce him to become, or to qualify him as a director or otherwise for service rendered by him or by the firm or limited liability partnership or corporation in connection with the promotion or formation of the company (in the case of an expert) for services rendered by him or the firm or limited liability partnership or corporation in connection with the promotion or formation of the company. For the purposes of this paragraph a director or expert shall be deemed to have an indirect interest in a corporation if he has any beneficial interest in shares or debentures of a corporation which has an interest in the promotion of, or in the property proposed to be acquired by the company or if he has a beneficial interest in shares or debentures in a corporation which is by virtue of section 6 of the Act deemed to be related to that first-mentioned corporation

 

 

 

And also, in the case of a statement to be lodged by a private company on becoming a public company, the following items:

 

 

 

Rates of the dividends, if any, paid by the company in respect of each class of shares in the company in each of the 3 financial years immediately preceding the date of this statement or since the incorporation of the company, whichever period is the shorter

 

 

 

Particulars of the cases in which no dividends have been paid in respect of any class of shares in any of these years.

 

 

 

Part II

Reports to be set out

1.  Where it is proposed to acquire a business or limited liability partnership, a report by a public accountant appointed as auditor of the company (who shall be named in the statement) with respect to —

(a) the profits or losses of the business or limited liability partnership in respect of each of the 3 financial years immediately preceding the lodging of the statement with the Registrar; and

(b) the assets and liabilities of the business or limited liability partnership at the last date to which the accounts of the business or limited liability partnership were made up.

2.—(1)  Where it is proposed to acquire shares in a corporation which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report by a public accountant appointed as auditor of the company (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other corporation in accordance with sub-paragraph (2) or (3), as the case requires, indicating how the profits and losses of the other corporation dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.

(2)  If the other corporation has no subsidiaries, the report referred to in sub-paragraph (1) shall —

(a) so far as regards profits and losses, deal with the profits or losses of the other corporation in respect of each of the 3 financial years immediately preceding the delivery of the statement to the Registrar; and

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the other corporation at the last date to which the accounts of the corporation were made up.

(3)  If the other corporation has subsidiaries, the report referred to in sub-paragraph (1) shall —

(a) so far as regards profits and losses, deal separately with the other corporation’s profits or losses as provided by sub-paragraph (2), and, in addition, deal as aforesaid either —

(i) as a whole with the combined profits or losses of its subsidiaries; or

(ii) individually with the profits or losses of each subsidiary, or, instead of dealing separately with the other corporation’s profits or losses, deal as aforesaid as a whole with the profits or losses of the other corporation and with the combined profits or losses of its subsidiaries; and

(b) so far as regards assets and liabilities, deal separately with the other corporation’s assets and liabilities as provided by sub-paragraph (2), and, in addition, deal as aforesaid either —

(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the other corporation’s assets and liabilities; or

(ii) individually with the assets and liabilities of each subsidiary,

and shall indicate as respects the profits or losses and the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.

Note.—Where a company is not required to furnish any of the reports referred to in this Part, a statement to that effect giving the reasons therefor should be furnished.

(Signatures of the persons above-named as directors___________________ or proposed directors or of their agents authorised_________________________ in writing)

Date:

Part III

Provisions applying to Parts I and II of this Schedule

3.  In this Schedule “vendor” includes any person who is a vendor for the purposes of the repealed Fifth Schedule, and “financial year” has the meaning assigned to it in Part III of that Schedule.

4.  If, in the case of a business which has been carried on or of a corporation or limited liability partnership which has been carrying on business for less than 3 years, the accounts of the business or corporation or limited liability partnership have only been made up in respect of 2 years or one year, Part II of this Schedule shall have effect as if references to 2 years or one year, as the case may be, were substituted for references to 3 years.

5.  Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

[UK, 3rd and 5th Schs.; Aust., 6th Sch.]

[5/2004; 5/2005; 21/2005]

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