Section 35
Certain advertisement deemed to be prospectus or product disclosure statement
Every advertisement offering or calling an attention to an offer or intended offer to the public in respect of interests shall be deemed to be a prospectus if the advertisement contains the following information:
(a)
the number and description of the interests;
(b)
the name and date of registration of the management company and its paid up share capital;
(c)
a concise statement of the general nature of the activity of the scheme, the names, addresses and occupations of the directors or proposed directors and the trustees for the interest holders;
(d)
the particulars of the opening and closing dates of the offer and the time and place at which copies of the full prospectus and forms of application for the interests may be obtained; and
42 Laws of Malaysia ACT 778
(e)
states that applications for subscription of interests will proceed only on the forms of application being referred to, and attached to a printed copy of the prospectus.
(2)
A statement that, or to the effect that, the advertisement is not a prospectus shall not affect the operation of this section.
(3)
This section shall apply to advertisements published or disseminated in Malaysia by newspaper, broadcasting, television, cinematograph or any other means.
(4)
If an advertisement is deemed to be a prospectus by virtue of subsection (1), the provisions under this Chapter regarding the contents of prospectuses and liability in respect of false or misleading statements and material omissions shall apply and have effect accordingly.
(5)
For the purposes of this section, if—
(a)
an advertisement offering or calling attention to an offer or intended offer of interests relating to a scheme to the public for subscription or purchase is published or disseminated;
(b)
the person who published or disseminated the advertisement before so doing, obtained a certificate signed by at least two directors of the management company, that the proposed advertisement is an advertisement that will not be deemed to be a prospectus by virtue of subsection (1); and
(c)
the advertisement is not patently an advertisement that is deemed to be a prospectus by virtue of that subsection, the management company and each person who signed the certificate shall be deemed to be the persons who published or disseminated the advertisement, but no other person shall be deemed to be such a person.
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(6)
Any person who has obtained a certificate referred to in paragraph (5)(b) shall forthwith deliver the certificate to the Registrar when so requested by the Registrar.
(7)
In this section—
(a)
where an advertisement that is deemed to be a prospectus by virtue of subsection (1) does not comply with the requirements of this Act as to prospectus, the person who published or disseminated the advertisement, and every officer of the management company concerned, or other person, who authorized or permitted the publication or dissemination, 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 five years or to both; or
(b)
any person who contravenes subsection (6) commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding three years or to a fine not exceeding two hundred and fifty thousand ringgit or to both and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.
(8)
This section shall apply to product disclosure statement issued by a management company and any references to “prospectus” shall be construed as references to “product disclosure statement”.
(9)
Nothing in this Act shall limit or diminish any liability which any person may incur in any other provisions under this Act or any other written law.
Document containing offer of interests for sale to be deemed prospectus or product disclosure statement