Whole Section

  • Composition offers

    • 311

      (1) Upon the conclusion of investigations, the Exchange may provide an offer of composition to an issuer, sponsor or registered professional if the Exchange is of the opinion that the issuer, sponsor or registered professional has contravened a Relevant Rule. The terms of the offer of composition include payment of a specified sum to the Exchange and may include the fulfillment of any accompanying terms that the Exchange may prescribe.
      (2) Where the Exchange provides an offer of composition to an issuer, sponsor or registered professional, the written offer shall contain the following details:
      (a) the particulars of the issuer, sponsor or registered professional;
      (b) the Relevant Rule which allegedly has been contravened;
      (c) the brief facts giving rise to the alleged contravention;
      (d) the composition sum and the accompanying terms;
      (e) the manner by which the issuer, sponsor or registered professional is to respond to the offer; and
      (f) the date by which the issuer, sponsor or registered professional is to respond to the offer.
      (3) Where there is more than 1 contravention by an issuer, sponsor or registered professional, the offer under Rule 311(1) may be an amalgamated offer which deals with 2 or more similar contraventions. An amalgamated offer shall include all material information required under Rule 311(2).
      (4) An offer under Rule 311(1) may deal with 1 or more contraventions. Where a written offer under Rule 311(1) deals with more than 1 contravention, the Exchange may choose to:
      (a) proceed on selected contraventions; and
      (b) take into consideration the remaining contraventions.
      (5) Upon receipt of the written offer, the issuer, sponsor or registered professional shall by a specified date which shall be no less than 7 business days from the date of the offer, provide to the Exchange:
      (a) a written acceptance of the offer;
      (b) a written rejection of the offer; or
      (c) a written request for the Exchange to review its offer.
      (6) Upon receipt of a written request under Rule 311(5)(c), the Exchange shall respond within 14 business days.
      (7) The Exchange may withdraw or vary a written offer made under Rule 311 at any time before receipt of an acceptance to the offer, by providing written notice to the issuer, sponsor or registered professional.

      Added on 7 October 20157 October 2015.

    • 312

      (1) An offer of composition payable to the Exchange by an issuer or sponsor shall not exceed $10,000 per contravention, subject to maximum of $100,000 per offer for multiple contraventions. Subject to the decision of the Exchange, composition sums may be paid by instalments which shall not exceed 12 months from the date of acceptance of the written offer.
      (2) An offer of composition payable to the Exchange by a registered professional shall not exceed $5,000 per contravention, subject to maximum of $50,000 per offer for multiple contraventions. Subject to the decision of the Exchange, composition sums may be paid by instalments which shall not exceed 12 months from the date of acceptance of the written offer.

      Added on 7 October 20157 October 2015.

    • 313

      (1) The Exchange may initiate disciplinary proceeding upon confirmation that an offer under Rule 311(1) has been rejected. Where an issuer, sponsor or registered professional does not respond to a written offer under Rule 311(1) within the specified period, the issuer, sponsor or registered professional shall be deemed to have rejected the offer and the Exchange may initiate disciplinary proceedings thereafter.
      (2) Upon compliance with all requirements specified in an offer under Rule 311, the Exchange shall not initiate any further enforcement or disciplinary proceeding against the issuer, sponsor or registered professional in respect of the contraventions stated in the offer. The Exchange shall also not take any further action in respect of contraventions which were taken into consideration. Acceptance of the offer of composition by the issuer, sponsor or registered professional amounts to an admission of liability and the issuer, sponsor or registered professional shall be deemed to have committed the conduct described in the charge and deemed to have waived the right to have the matter dealt with before the Disciplinary Committee.

      Added on 7 October 20157 October 2015.