ACT 125
COMPANIES ACT 1965 (REVISED - 1973)

 
SEVENTH SCHEDULE
 
SEVENTH SCHEDULE (COMPANIES ACT 1965 (REVISED - 1973) - ACT 125)

[Section 90]

STATEMENT REQUIRED PURSUANT TO DIVISION 5 OF PART IV

PART I

Matters Required to be Stated in Statement


1. The date of the statement.

2. The date of and parties to the deed referred to in section 91.

3. The date of and parties to any deed or instrument by which any of the provisions of the approved deed relating to the interest has been amended or abrogated.

4. The name of the trustee or representative under any such deed and the address of the trustee's or representative's registered office.

5. A summary of the provisions of the deed regulating the retirement, removal and replacement of the trustee or representative.

6. The name of the management company and the address of its registered office.

7. The names, descriptions, and addresses of all the directors of the management company.

8. A summary of the provisions of the deed regulating the retirement, removal and replacement of the management company.

9. The name and address of the auditor of the accounts relating to interests under the deed.

10. A summary of the provisions of the deed regulating the appointment, retirement, removal and replacement of such auditor.

11. The duration, if ascertainable, of the undertaking, scheme, enterprise or investment contract to which the deed relates or if the duration is not ascertainable, that fact.

12. Full particulars with respect to the termination or winding up of the undertaking, scheme, enterprise or investment contract.

13. Such particulars as are sufficient to disclose the true nature of the under taking, scheme, enterprise or investment contract in respect of which the interest is to be issued or offered to the public for subscription or purchase and the general nature of the property to which the interest relates.

14. The nature of the interest to be so issued or offered and of any units or sub-units into which the interest is divided and the rights in relation thereto of the persons who become the holders thereof.

15. The address where the register of interest holders is or will be kept and the days on and the hours during which it is or will be accessible to the public.

16. The method of calculation provided by the deed of the price at which the management company may sell the interest or any right in respect thereof or any unit or sub-unit of the interest.

17. Such particulars as are sufficient to describe the duties and obligations imposed on the trustee or representative appointed by the deed relating to the interest.

18. The name and address of each person or corporation with whom or with which a holder of the interest is required, obliged or entitled, in connection with the undertaking, scheme, enterprise or investment contract, to enter into any contract whether by way of lease or otherwise.

19. The full names, descriptions and residential addresses of the directors of each corporation referred to in paragraph 18.

20. Whether any property to which the interest relates is or will become vested in the trustee or representative, the nature and description of the property and the conditions or circumstances under which it is or will become so vested.

21. Where the interest consists of rights or interests in or arising out of an investment relating to property that ordinarily depreciates in value through use or effluxion of time, such particulars as are sufficient to disclose the true particulars of the provision made for the replacement of that property and the source or sources from which the replacement is to be made or from which the cost of the replacement is to be met.

22. Except where the interest relates only to marketable securities which were purchased or acquired at not more than the ruling market prices the full names and residential addresses of the vendors of any property to which the interest relates, whether the property was purchased or acquired by the management company or by any person or corporation referred to in paragraph 18 or is proposed to be so purchased or acquired, a full and true description of the property and the amount paid or to be paid therefor to each vendor.

23. Such particulars as are sufficient to disclose the true nature and extent of the interest, if any, of each director of the management company, whether as a director, direct or indirect shareholder, partner or otherwise, in the business of each such vendor and in such property.

24. The obligations imposed upon the management company or any other person to purchase from any holder thereof the interest or any rights in respect thereof or the units or sub-units of the interest for which he has subscribed or which he has purchased, and a statement of the method provided by the deed for the calculation of the purchase price thereof.

25. A summary of the rights and obligations of the management company and of the trustee or representative governing the valuation of any investment made or property held in relation to the interest.

26. A summary of the provisions of the deed whereby investments or other property comprising or forming part of the interest to which the deed relates may be varied.

27. Full information regarding the remuneration of the trustee or representative and the management company respectively, the manner in which under the provisions of the deed the remuneration is provided for, and the charges, if any, that will be made by way of that remuneration upon the sale or purchase of any such interest and upon the distribution of income and capital or otherwise in connection with the relevant undertaking, scheme, enterprise or investment contract.

28. Whether the interest or any rights in respect thereof or any units or subunits of the interest are transferable by the holders thereof and, if so, a summary of the provisions of the deed regulating the transfer. 29. A summary of the provisions of the deed relating to the distribution to the holders of the interest or of units or sub-units of the interest of the income derived from the undertaking, scheme, enterprise or investment contract.

30. Full information as to whether and to what extent any factor other than cash receipts by way of dividend, interest or bonus has been or will be taken into account in calculating the amount of income that will be payable to an interest holder.

31. If any reference is made to the yield of income obtained or likely to be obtained by the holders of the interest or of units or sub-units of the interest, a statement as to whether and to what extent anything other than cash receipts by way of dividends, interest or bonuses has been taken into account in calculating the yield.

32. A summary of the provisions of the Act and of the deed regulating the convening of meetings of holders of the interest or of units or sub-units of the interest.

33. The name and description and the date of commencement of operation of every other undertaking, scheme, enterprise or investment contract involving the issue of interests to the public conducted by the management company within the five years immediately preceding the date of the statement.

34. A declaration—

    (a) that no units or sub-units of interests issued pursuant to the statement shall be allotted later than six months after the date appearing in the statement pursuant to paragraph 1; and

    (b) unless the conditions of issue of the units or sub-units expressly provide that certificates be not issued that certificates shall be issued by the trustee or representative to purchasers of or subscribers for units or sub-units of interests purchased or subscribed for pursuant to the statement not more than two months after the allotment of the units or sub-units.

35. A summary of the provisions of the deed with respect to the undertakings—

    (a) by or on behalf of the management company relating to the allotment of interests and of units or sub-units of interests to which the deed relates; and

    (b) by or on behalf of the trustee or representative relating to the issue to holders of interests and of units or sub-units of interests of certificates of title thereto.

PART II

Reports to be set out in Statement

36. A report by a person who at the time of making the report was an approved company auditor, and whose name must appear as such in the statement, setting out—

    (a) such information as sufficiently discloses the number of distributions, if any, of income to holders of interests or of units of interests to which the deed relates in each of the five years immediately preceding the date of the statement during which those interests had been in existence, the amount of each distribution and the extent to which each distribution consisted of any component other than dividends, interest and bonuses, and where it consisted of any component other than dividends, interest and bonuses, the nature and value of each of those components;

    (b) such information, as sufficiently discloses the selling price and the purchase price, respectively, of those interests, units on the date upon which each distribution was made;

    (c) such information as sufficiently discloses the selling price and purchase price, respectively, of those interests, units or sub-units on such date, being a date within a period of fourteen days immediately preceding the date of the statement as is specified in the relevant report;

    (d) in respect of every issue of interests relating to any other undertaking, scheme, enterprise or investment contract conducted or entered into by the management company within the period of five years immediately preceding the date of the statement, similar information to that required under subparagraphs (a), (b) and (c); and

    (e) the profits or losses of the management company (and of every corporation with which a holder of the interest is required, obliged or entitled, pursuant to the undertaking, scheme, enterprise or investment contract, to enter into any contract) in respect of each of the five years during which the company and corporation, respectively, were carrying on business immediately preceding the date of the statement, and the rates of dividend, if any, paid by that company and that corporation in respect of each of those years, and the assets and liabilities of that company and of that corporation as at the last date to which its accounts were made up.

37. If in the case of a company which has been carrying on business, or of a business which has been carried on, for less than five years, the accounts of the company or business have only been made up in respect of four years, three years, two years, or one year, this Schedule shall have effect as if references to four years, three years, two years, or one year, as the case may be, were substituted for references to five years.