Clause 5

A prospectus for an offer or invitation to the public in respect of shares in or debentures of, or units of shares in or debentures of, a corporation shall contain —

all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters specified in subsection (3); and

the matters specified in the Fifth Schedule.(2) The prospectus shall, with respect to subsection (1)(a), contain such information —

only to the extent to which it is reasonable for investors and their professional advisers to expect to find in the prospectus; and

only to the extent that a person whose knowledge is relevant —

actually knows the information; or

in the circumstances ought reasonably to have obtained the information by making enquiries.(3) The matters referred to in subsection (1)(a) shall relate to —

the rights and liabilities attaching to the shares or debentures, or units of shares or debentures;

the assets and liabilities, profits and losses, financial position and performance, and prospects of the corporation that is to issue or has issued the shares or debentures, or units of shares or debentures;

in the case of options over shares or debentures, the capacity of the person making the offer or invitation to issue or deliver the relevant shares or debentures; and

if the person making the offer or invitation is one who controls the corporation whose shares or debentures underlie the offer or invitation, the assets and liabilities, profits and losses, financial position and performance, and prospects of the corporation.(4) In deciding what information shall be included under subsection (1)(a), regard shall be had to —

the nature of the shares or debentures, or units of shares or debentures, and the nature of the corporation concerned;

the matters that likely investors may reasonably be expected to know; and

the fact that certain matters may reasonably be expected to be known to the professional advisers of such investors.(5) For the purposes of subsection (2), a person’s knowledge is relevant only if he is one of the following persons:

the person making the offer or invitation in respect of the shares or debentures, or units of shares or debentures;

if the person making the offer or invitation in respect of the shares or debentures, or units of shares or debentures, is a corporation, a director of the corporation;

a proposed director of the corporation whose shares or debentures, or units of shares or debentures, will be issued under the offer or invitation;

a person named in the prospectus as an underwriter of the issue or sale;

a person named in the prospectus as a stockbroker to the issue or sale if he participates in any way in the preparation of the prospectus;

a person named in the prospectus with his consent as having made a statement —

that is included in the prospectus; or

on which a statement made in the prospectus is based;

a person named in the prospectus with his consent as having performed a particular professional or advisory function.(6) A condition requiring or binding an applicant for shares in or debentures of, or units of shares in or debentures of, a corporation to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.(7) This section shall not affect any liability that a person has under any other law.(8) The Minister may, by notification in the Gazette, add to, vary or amend the Fifth Schedule.”.