FREQUENTLY ASKED QUESTIONS (FAQs)

Q1:  What do the terms used in OPERA mean?

Name of Offer Document

Prospectus - A document issued for distribution to the public in relation to a public offer of shares, debentures or units in a CIS, containing information on the securities to be offered and the offeror. Prospectuses must be lodged with and registered by MAS before they are allowed to be distributed to the public.

An offeror may lodge a prospectus which omits certain information about the offer, such as the offer price and number of the securities to be offered. Such a prospectus is known as a preliminary document.  Once lodged with MAS, the preliminary document can be distributed to institutional and sophisticated investors for the purpose of determining the appropriate price and the number of the securities to be offered.  The preliminary document cannot be distributed to any other persons or used for any other purposes.  All information that has been omitted in the preliminary document must be provided in an amended prospectus before MAS registers it.

For a debenture issuance programme, the prospectus relating to an offer under the programme will consist of both the base prospectus (provides information on the programme) and the pricing statement (provides information specific to the offer e.g. price, maturity date etc.).  An offer under the programme may be made only if both the base prospectus and pricing statement have been registered by MAS.

Profile Statement - An extract from, or a summarised version of, a prospectus.

Supplementary Prospectus - A prospectus issued before the close of an offer supplementing a registered prospectus when the offeror becomes aware of any false or misleading information in, or an omission of information from, the registered prospectus or profile statement.  A supplementary prospectus should be read together with the prospectus it supplements.  A Supplementary Profile Statement is issued for the same purposes in respect of a registered profile statement.

When a supplementary prospectus or profile statement for shares or debentures is lodged, investors who have applied for shares or debentures on the basis of the deficient registered prospectus or profile statement will be entitled to withdraw their applications and have the moneys they paid for the shares or debentures refunded to them.

When a supplementary prospectus or profile statement for a CIS is lodged, investors who have applied for units in the CIS based on the deficient registered prospectus or profile statement will not be entitled to withdraw their subscriptions; however they are free to redeem their investments in the CIS.    

Replacement Prospectus – A prospectus issued before the close of an offer replacing a registered prospectus when the offeror becomes aware of any false or misleading information in, or an omission of information from, the registered prospectus or profile statement.  A replacement prospectus should be read in place of the prospectus it replaces.  A Replacement Profile Statement is issued for the same purposes in respect of a registered profile statement.

When a replacement prospectus or profile statement for shares or debentures is lodged, investors who have applied for shares or debentures on the basis of the deficient registered prospectus or profile statement will be entitled to withdraw their applications and have the moneys they paid for the shares or debentures refunded to them.

When a replacement prospectus or profile statement for a CIS is lodged, investors who have applied for units based on the deficient registered prospectus or profile statement will not be entitled to withdraw their subscriptions; however they are free to redeem their investments in the CIS.

Abridged Prospectus – An abridged prospectus issued when an offer of securities by a company is made to existing shareholders or debenture holders by way of a renounceable rights issue.  The shares or debentures offered will be traded on a securities exchange.  

Statement of Material Facts – A document providing material information about an offer of new shares or debentures that are uniform in all respects to shares or debentures previously issued and listed on a securities exchange.

Information Memorandum – A document containing information on the offer and, in the case of shares and debentures, the business and affairs of the offeror, which is prepared for distribution to sophisticated investors* to assist them in making an investment decision.

* A sophisticated investor is:
- one who acquires securities in a transaction of not less than $200,000; or
- one whose total net personal assets exceed $2 million or whose income in the preceding 12 months is not less than $300,000 or, in the case of a corporation, whose total net assets exceed $10 million in value as determined by the last audited balance-sheet of the corporation; or
- an officer of the offeror or a spouse, parent, brother, sister, son or daughter of that officer or offeror, if he is a natural person.

Status

This refers to the status of an offer.  It

• tells you whether there is a requisite offer document lodged with or registered by MAS, allowing the offer to be made legally; and
• is found against the list of offers as well as the top right-hand corner of each individual offer page.

Lodged - A prospectus and, where applicable, a profile statement has been lodged with MAS.  You may comment online on the lodged prospectus before it is registered .

Registered - A prospectus and, where applicable, a profile statement has been registered by MAS and offers can be made using the prospectus or profile statement.

Rejected – The prospectus and, where applicable, the profile statement have been refused registration by MAS. The offer cannot be made.

Withdrawn – The offer has been withdrawn by the offeror.  

Stopped – MAS has served a stop order on the offeror.  The offer must no longer be made.*

* MAS may serve a stop order on an offeror when the offer is in progress if it is of the opinion that the registered document contains a false or misleading statement, or omits any information required to be included under the law, or where it does not comply with any relevant legal or regulatory requirement. When a stop order is served on an offeror, the offeror is not allowed to sell, allot or issue any more securities.

MAS will not serve a stop order if any of the securities issued or sold are already listed on a securities exchange and trading in them has already commenced.

Refund of moneys for shares or debentures

If a stop order is served in respect of an offer of shares or debentures after applications for the shares or debentures have been received by the offeror, the offeror must refund to the applicants all moneys paid by them for the shares or debentures. The applications for the shares or debentures will be deemed to be cancelled and where shares or debentures have already been issued or sold, the issue or sale of the shares or debentures will be deemed to be void.

Refund of moneys for CIS

If a stop order is served on an offer of units in a CIS and where the subscription moneys have:

a)  not been invested by the manager, investors will be entitled to obtain a refund of their subscription moneys;

b) been invested by the manager, MAS may issue directions to the manager on how to deal with the subscription moneys.  Such direction may include an option for investors to obtain refunds of all subscription moneys or to redeem the units subscribed for.  

Stopped (Interim) – MAS has served an interim stop order on the offer, after which MAS may serve a stop order or revoke the interim stop order.  Where an interim stop order is served, the offeror is not allowed to sell, allot or issue any more securities; neither is the offeror required to refund any application moneys.

NOTE:  In the case of a CIS, your search results may indicate "Fund X – Registered" and "Fund X – Lodged" at the same time. This could occur where the registered prospectus is due to expire and a new one is lodged so that once registered, the offer may continue to be made.  In such cases, click on "Fund X – Registered" to view details on the existing offer documents and on "Fund X – Lodged" to view and comment on the newly relodged prospectus or profile statement.  

Document Status

This refers to the current status of each offer document. It is found against the list of documents in each individual offer page.

Lodged –The offer document has been lodged with MAS.  

Other than prospectuses and profile statements, documents published on OPERA need not be registered and may be used to make an offer to the public upon lodgment.

Lodged (Amended) – (Applicable only to prospectuses and profile statements) The prospectus or profile statement is an amendment to one previously lodged with MAS prior to registration and offers can be made using it.

When an amendment is lodged, the lodged date will be reset to the date on which the amended prospectus is lodged, except in the case where the amendment is made with MAS' consent or pursuant to an order by MAS.  

Registered – (Applicable only to prospectuses and profile statements) The prospectus or profile statement has been registered by MAS.

Rejected – (Applicable only to prospectuses and profile statements) The prospectus or profile statement has been refused registration by MAS.  

MAS may refuse to register a prospectus or profile statement if it is of the opinion that the lodged document contains a false or misleading statement, or does not comply with the disclosure requirements under the law, or where it is not in the public interest to do so.  

Stopped – Click on the document link to view the official stop order issued by MAS.

Stopped (Interim) – Click on the document link to view the official interim stop order issued by MAS.

Scheme Status (For CIS only)

Authorisation – Singapore scheme authorised for offer to the retail public

Recognition – Foreign scheme recognised for offer to the retail public

Authorisation / Recognition (Pending) – Scheme pending authorisation or recognition

Restricted Authorisation – Singapore scheme authorised for offer only to sophisticated investors

Restricted Recognition – Foreign scheme authorised for offer only to sophisticated investors

Restricted Authorisation/Restricted Recognition (Pending) – Scheme pending restricted authorisation or restricted recognition

Q2: In the case of collective investment schemes, what is the difference between the scheme status and status of the offer?

For a collective investment scheme to be offered to the public under the SFA:

Schemes offered to retail investors
(a) the scheme must be granted authorisation or recognition (schemes status); and
(b) a prospectus and, where applicable, a profile statement must be registered (status of the offer).

Schemes offered to sophisticated investors
(a) the scheme must be granted restricted authorisation or restricted recognition (scheme status); and
(b) an information memorandum must be lodged (status of the offer).

As OPERA is a database for prospectuses and other offer documents, it only hosts information on applications for authorisation or recognition of schemes if an offer document has been lodged.  Conversely, no record of an offer will be available on OPERA if the offeror has submitted an application for authorisation or recognition but has not lodged a prospectus.

Q3: What does it mean when an offer document is lodged or registered?

Under the law, an offeror who intends to make an offer or invitation in respect of shares, debentures or units in a CIS is required to submit a copy of the offer document relating to the offer or invitation to MAS i.e. lodge the offer document with MAS. The type of offer document required to be lodged depends on the type of offer or invitation. For more information on the various types of offer documents, please refer to Q1: What do the terms used in OPERA mean? – Name of Offer Document.

Where the requisite offer document is a prospectus, the offeror may not make the offer or invitation until the prospectus and, if there is one, the profile statement has been put on OPERA for a minimum 14-day for comments from the public and is subsequently registered by MAS. A prospectus or profile statement is considered registered when MAS notifies the offeror in writing that the document is registered.  If a prospectus or profile statement is registered, such status is indicated on OPERA.

It should be noted that all offer documents are prepared by offerors and their professional advisers. The offerors are responsible for the contents of the offer documents and for ensuring that all legal and regulatory requirements in respect of the offer documents (including requirements as to what information must be included in the offer documents) are complied with before they are lodged with MAS.

MAS does not pre-vet any offer document before it is accepted for lodgment. It is the responsibility of the offeror to ensure that the offer document complies with all relevant legal and regulatory requirements before it is lodged with MAS. MAS will normally register a prospectus or a profile statement after the public exposure period as long as it has not come to MAS' attention that the prospectus or profile statement has not complied with any relevant legal and regulatory requirements or that the registration of the offer document would not be in the public interest.

The fact that a document has been lodged with MAS or has been registered by MAS does not imply that the offer document contains all the information required by law or regulation to be included in the offer document, or that the offer document or the offeror has complied fully with all the relevant legal and regulatory requirements.

MAS may serve a stop order on the offeror after the prospectus or profile statement has been registered by MAS if it comes to MAS' attention that the registered prospectus or profile statement does not comply with any relevant legal or regulatory requirement. For more information on stop orders, please refer to Q1: What do the terms used in OPERA mean? – Status.

Q4: What are the functions available on the OPERA main menu?

The following functions are available on the main menu for each category of securities.  You may click on the respective buttons to

Latest  – View a list of new offers and updates on current offers (most recent 20 listings will be shown).

Comments – View a list of offers for which prospectuses and/or profile statements have been lodged and are currently available for public comment.

Stop Orders – View a list of the interim and final stop orders issued by MAS.

View all offers – View a complete list of all offers of securities.

Search – Find an offer document published on OPERA.

Q5:  How do I search for documents on OPERA?

OPERA allows you to search for offer documents lodged with MAS.  

For offers of shares or debentures, you can search by

• Offeror
• Underwriter
• Issue Manager
• Status of the Offer  

For offers of collective investment schemes, you can search by

• Offeror
• Name of the Scheme
• Status of the Offer
• Scheme Status

To begin a search, click on the Search button under the relevant category of securities.

Q6:  Why is it that i am not able to view or download any information memorandum that is lodged with MAS?

Information memoranda lodged with the Authority are not published on OPERA.

A sophisticated or institutional investor who is interested in viewing any of the lodged information memoranda should obtain a copy from the offeror, issue manager, arranger or dealer of the relevant offer.  

Please note that any offer of a restricted authorised or restricted recognised collective investment scheme must be made in or accompanied by an information memorandum lodged with MAS.

Q7: Why does my search not give any results? I am certain that such an offer document had been published previously.  

Other than information memoranda which are not available for viewing or downloading on OPERA, all offer documents lodged with MAS under the SFA will be accessible to the public through OPERA for the following specified periods:

Prospectus and profile statement – 6 months (for offers of shares or debentures) or 12 months (for offers of CIS) after registration of the prospectus.

Statement of material facts and abridged prospectus – 6 months after lodgement of document.

If you are unable to find a particular offer document on OPERA, it could be that the offer document is no longer available on OPERA.

You may, however, obtain a copy of the document from MAS (upon payment of the requisite fee) at

Securities and Futures Department
MAS Building, 25th floor
10 Shenton Way
Singapore 079117

 

Q8:  How do I submit my comments on lodged prospectuses and profile statements?

Prospectuses and profile statements that are lodged with but are not yet registered by MAS are available for comment by the public for a minimum period of 14 days from the date of lodgement.  

Select the particular offer that you would like to comment on and click on the Add Comment icon.  You may submit your comments either through the Comments field or by attaching a document containing your comments by clicking on the Browse icon.  

Comments by the public will only be available to MAS officers and will be kept confidential.  MAS may contact persons offering comments for further clarification.  

To look at the list of prospectuses and profile statements that are currently available for comment, click on the Comments button under the relevant category of securities.

Q9: Can I apply for shares, debentures or collective investment schemes on the basis of offer documents published on OPERA?

No. MAS publishes offer documents on OPERA for information only.

Prospectuses and profile statements which have been lodged but not yet registered are published for the purpose of inviting comments from the public and should not be used for making any investment decision.  Before a prospectus is registered, an offeror is not allowed to use the lodged prospectus or profile statement to make an offer or accept applications.

The use of information and links provided on OPERA is at your own risk. While care has been taken to ensure that all offer documents published on OPERA are true copies of the offer documents that are lodged with or registered by MAS, there is no guarantee that this will always be the case.

MAS takes no responsibility for the content of any offer document and does not recommend or endorse any of them or any offer they describe.  Issuers and their advisers are responsible for ensuring adequate and accurate disclosures, and will be subject to civil and criminal liabilities for false or misleading statements in or omissions from an offer document.

If you need advice on any offer, you should seek the services of a competent professional.  

Q10:  How do I contact MAS if I encounter problems using OPERA or I would like to provide feedback on OPERA?

If you have any problems using OPERA or would like to suggest improvement, please email us at corpfin@mas.gov.sg.