Section 36 — INTEREST SCHEMES ACT 2016

(2)

Where the documents are deemed to be prospectus for the purposes of subsection (1), the provisions under this Chapter regarding the contents of prospectus and liability in respect of false or misleading statements and material omissions shall be applicable and have effect accordingly as if—

(a)

the interests have been offered to the public; and

(b)

the persons accepting the offer in respect of any interests were subscribers, but without prejudice to the liability, if any, of the persons making the offer in respect of false or misleading statements or material omission in the document or otherwise.

(3)

Unless the contrary is proved, it shall be evidence that an allotment of or an agreement to allot interests was made with a view to the interests being offered for sale to the public if it is shown that—

(a)

an offer of the interests for sale to the public was made within six months after the allotment or agreement to allot; or

(b)

at the date when the offer was made, the whole consideration to be received by the management company in respect of the interests has not been received.

(4)

The provisions of this Chapter as to prospectuses shall have effect as if the persons making an offer to which this section relates were persons named in a prospectus as directors of a corporation.

(5)

In addition to other requirements under this Part, the document making the offer shall state—

Interest Schemes

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(a)

the net amount of the consideration received or to be received by the corporation in respect of the interests to which the offer relates; and

(b)

the place and time at which a copy of the contract under which the interests have been or are to be allotted may be inspected.

(6)

Where an offer to which this section relates is made by a management company, it shall be sufficient if the document referred to in subsection (1) is signed on behalf of the management company by two directors of the management company or by any person authorized in writing by such director.

(7)

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”.

Information memorandum deemed to be prospectus or product disclosure statement