Malaysia legislation
Section 11
Section 11
(2)
The requirement under subsection (1) shall not apply if the offer or invitation is made pursuant to or in connection with an offer or invitation excluded under subsection 8(5).
(3)
The Authority shall not register a copy of any prospectus—
(a)
if it contains any statement or matter which is in its opinion misleading in the form and context in which it is included; and
(b)
unless—
(i)
a copy signed by every director and by every person who is named therein as a proposed director of the corporation or operator in the case of a public fund applying for registration under section 31 or by their agents authorized in writing is lodged with the Authority on or before the date of its issue;
(ii)
the prospectus appears to comply with the requirements of this Act and the regulations or the Authority is satisfied that any departure from the requirements of this Act or the regulations by such prospectus is justified and is unlikely to mislead a person investing on the faith of its content; and
(iii)
there is also lodged with the Authority—
(aa) in the case of a prospectus relating to a public fund—
(i)
a certificate from an expert certifying that it complies with the requirements of Part III; and
(ii)
where all or any part of the prospectus is not in the national language or English language, a translation into the national language or English language of the prospectus or that part of the prospectus, verified in a manner satisfactory to the Authority;
Act 704
(bb) in the case of any other prospectus, a copy, verified as specified, of any consent required by section 13 to the issue of the prospectus and any material contract referred to in the prospectus or, in the case of such a contract not reduced into writing, a memorandum giving full particulars thereof, verified as specified.
(4)
If a prospectus is issued without a copy thereof having been so registered, the corporation and every person who is knowingly a party to the issue of the prospectus commits an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding three years or to both.
(5)
In relation to a prospectus relating to a public fund, such prospectus shall, in addition—
(a)
provide full, true and plain disclosure of all facts and circumstances that would facilitate a reasonable assessment by a prospective investor in determining whether to purchase or subscribe to shares of a public fund;
(b)
contain a statement summarizing the rights of investors under section 36; and
(c)
where the public fund has completed a financial year in operation, be accompanied by or contain reference to the availability of the financial statements of the financial year of the public fund immediately preceding the date of such offer and the auditor’s report thereon.
(6)
Where—
(a)
any change occurs which materially affects any of the matters required to be disclosed under subsection (5); or
(b)
there has been a material change affecting the matters disclosed in the prospectus, then the fund manager of the public fund or the promoter, as the case may be, shall within thirty days of such occurrence incorporate such change to the prospectus relating to such public fund or offer pursuant to subsection 8(1) and provide a copy thereof to each of its investors and the Authority.
Labuan Financial Services and Securities 35
Document containing offer of securities to be made via Labuan trust company or bank licensee and to be deemed prospectus