Clause 8

A person shall not —

advertise; or

publish a statement that directly or indirectly refers to,an offer or intended offer of shares or debentures, or units of shares or debentures, to the public for subscription or purchase that would need a prospectus or a profile statement.(2) If an offer or intended offer of shares or debentures, or units of shares or debentures, to the public for subscription or purchase needs a prospectus or a profile statement, a person shall not —

advertise the offer or intended offer; or

publish a statement that —

directly or indirectly refers to the offer or intended offer; or

is reasonably likely to induce people to subscribe or purchase the shares or debentures, or units of shares or debentures,unless the advertisement or publication is authorised by subsection (4), (5), (7) or (8).(3) In deciding whether a statement —

indirectly refers to an offer or intended offer of shares or debentures, or units of shares or debentures; or

is reasonably likely to induce people to apply for or purchase the shares or debentures, or units of shares or debentures,regard shall be had to whether the statement —

forms part of the normal advertising of a corporation’s products or services and is genuinely directed at maintaining its existing customers, or attracting new customers, for those products or services; (ii)communicates information that materially deals with the affairs of the corporation; and

is likely to encourage investment decisions being made on the basis of the statement rather than on the basis of information contained in a prospectus or a profile statement.(4) For the avoidance of doubt, a person may disseminate a prospectus or a profile statement that has been registered by the Registrar without contravening subsection (1).(5) Before a prospectus or a profile statement is registered by the Registrar, an advertisement or publication does not contravene subsection (1) if it contains the following but nothing more:

a statement that identifies the offeror and the shares or debentures, or units of shares or debentures;

a statement that a prospectus or a profile statement for the offer will be made available when the shares or debentures, or units of shares or debentures, are offered;

a statement that anyone who wants to acquire the shares or debentures, or units of shares or debentures, will need to make an application in the manner set out in the prospectus or the profile statement; and

a statement on how to arrange to receive a copy of the prospectus or the profile statement.(6) To satisfy subsection (5), the advertisement or publication shall include all of the statements referred to in paragraphs (a), (b) and (c) of that subsection, and may include the statement referred to in paragraph (d).(7) After the prospectus or the profile statement is registered by the Registrar, an advertisement or publication does not contravene subsection (1) if it includes a statement to the effect that —

the offer of the shares or debentures, or units of shares or debentures, will be made in, or accompanied by, a copy of the prospectus or the profile statement; and

anyone wishing to acquire the shares or debentures, or units of shares or debentures, will need to make an application in the manner set out in the prospectus or the profile statement.(8) An advertisement or publication does not contravene subsection (1) if it —

consists of a notice or report by the corporation or one of its officers about its affairs to a stock exchange;

consists solely of a notice or report by the corporation or one of its officers of a general meeting;

consists solely of a report about the corporation that is published by the corporation or one of its officers and —

does not contain information that materially affects affairs of the corporation other than information previously made available in a prospectus that has been registered by the Registrar, an annual report or a report referred to in paragraph (a) or (b); and

does not refer (whether directly or indirectly) to the offer;

is a news report or a genuine comment, in a newspaper, periodical or magazine or on radio or television, or any other means of broadcasting or communication, relating to —

a prospectus or a profile statement that has been registered by the Registrar or information contained in such a prospectus or a profile statement; or

a notice or report covered by paragraph (a), (b) or (c);

is a report about the shares in or debentures of, or units of the shares in or debentures of, the corporation published by someone who is not —

the corporation;

acting at the instigation of, or by arrangement with, the corporation;

a director of the corporation; or

a person who has an interest in the success of the issue or sale of the shares or debentures, or units of shares or debentures; or

is published in the ordinary course of a business of —

publishing a newspaper, periodical or magazine; or

broadcasting by radio, television or any other means of broadcasting or communication,and the person who published the advertisement or statement did not know and had no reason to suspect that its publication would amount to a contravention of subsection (1).(9) Subsection (8)(d) and (e) shall not apply if any person gives consideration or any other benefit for the publication of the report or comment, as the case may be.(10) Any person who contravenes or fails to comply with subsection (1), and every officer of the corporation concerned, or other person, who knowingly authorised or permitted the publication or dissemination, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months.(11) This section shall not affect any liability that a person has under any other law.(12) The Minister may, by order published in the Gazette, exempt any person or class of persons from this section, subject to such conditions as may be specified in the order.(13) For the purposes of this section, “offer” or “intended offer” of shares or debentures, or units of shares or debentures, includes an invitation to the public in respect thereof.”.