Section 38
Supplemental prospectus or replacement prospectus
This section applies if, after the registration of a prospectus but before its issue, the person who registered or lodged the prospectus becomes aware that—
46 Laws of Malaysia ACT 778
(a)
a significant new matter has arisen being a matter the information of which is required by this Act to be disclosed in a prospectus;
(b)
there is a significant change affecting a matter disclosed in the prospectus;
(c)
the prospectus contained a material statement that is false or misleading; or
(d)
there is a material omission from the prospectus.
(2)
After becoming aware of the matters referred to in subsection (1), the person shall, as soon as practicable, submit a supplemental or replacement prospectus, as the case may be.
(3)
A supplemental prospectus shall—
(a)
clearly identify the prospectus to which the supplemental prospectus relates; and
(b)
contain a statement in bold or coloured print on each page of the supplemental prospectus stating that—
(i)
it is a supplemental prospectus to be read in conjunction with the original prospectus; and
(ii)
if other supplemental prospectus have been issued in relation to the same original prospectus, both the original prospectus and previous supplementary prospectus.
(4)
The supplemental prospectus shall be deemed to be part of the original prospectus to which the supplemental prospectus relates and the provisions under this Chapter regarding the contents of prospectus and liability in respect of false or misleading statements and material omissions in a prospectus shall apply and have effect accordingly.
Interest Schemes
47
(5)
Where a supplemental prospectus has been registered with the
Registrar under subsection (1), every copy of the original prospectus shall be issued together with a copy of the supplemental prospectus.
(6)
A replacement prospectus shall—
(a)
clearly identify the prospectus which the replacement prospectus replaces;
(b)
contain a statement in bold or coloured print at the beginning of the prospectus stating that it is a replacement prospectus; and
(c)
be regarded as replacing the original prospectus previously registered under section 29.
(7)
Notwithstanding that the original prospectus to which the supplemental or replacement prospectus relates or replaces has been issued, a supplemental or replacement prospectus may be registered for the purpose of subsection (1) if—
(a)
the original prospectus relates to an invitation or offer which is addressed to an identifiable category of persons to whom the original prospectus is directly communicated by the person making the invitation or offer or by his appointed agent, and a copy of the supplemental prospectus or replacement prospectus is sent to each of those persons in accordance with subsection (8); or
(b)
the original prospectus relates to an invitation or offer to the general public and a copy of the supplemental prospectus or replacement prospectus is advertised in every newspaper which originally advertised the invitation or offer or calling attention to the invitation or offer in accordance with subsection (8).
(8)
For the purposes of subsection (7), a notice shall—
48 Laws of Malaysia ACT 778
(a)
in the case of paragraph (7)(a), be sent together with a copy of the supplemental prospectus or replacement prospectus to every person referred to in that subsection;
(b)
in the case of paragraph (7)(b), be advertised together with the supplemental prospectus or replacement prospectus stating that—
(i)
a copy of the supplemental prospectus or replacement prospectus has been registered with the Registrar; and
(ii)
every person who has submitted his application prior to the date of the notice is entitled to withdraw his application within fourteen days from the date of the notice and all application money received in respect of the subscription of interest will be refunded in full without interest or profit.
(9)
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”.
(10)
Any person who contravenes this section 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.