Clause 251

advertise the offer or invitation or intended offer or invitation; or

publish a statement that —

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

is reasonably likely to induce persons to subscribe for or purchase the shares or debentures, or units of shares or debentures,unless the advertisement or publication is authorised by this section.

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

is reasonably likely to induce persons to subscribe for or purchase 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;

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 profile statement.

the front page of the preliminary document contains —

the following statement: “This is a preliminary document and is subject to further amendments and completion in the prospectus to be registered by the Authority.”;

a statement that a person to whom a copy of the preliminary document has been issued shall not circulate it to any other person; and

a statement in bold lettering that no offer or invitation shall be made or received, and no agreement shall be made, on the basis of the preliminary document, to purchase or subscribe for any shares or debentures, or units of shares or debentures, to which the preliminary document relates;

the preliminary document does not contain or have attached to it any form of application that will facilitate the making by any person of an offer to the public of shares, debentures, or units of shares or debentures, to which the preliminary document relates, for subscription or purchase, or an invitation to the public to subscribe for or purchase those shares, debentures, or units of shares or debentures, to which the preliminary document relates, or the acceptance of such an offer or invitation by any person; and

when the prospectus is registered by the Authority, the person takes reasonable steps to notify the persons to whom the preliminary document was issued that the registered prospectus is available for collection.

a statement that identifies the person making the offer or invitation or intended offer or invitation, and the shares or debentures, or units of shares or debentures;

a statement that a prospectus or profile statement for the offer or invitation will be made available when the offer or invitation is made;

a statement that 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 profile statement; and

a statement of how to arrange to receive a copy of the prospectus or profile statement.

a statement that a prospectus or profile statement in respect of the offer or invitation to subscribe for or purchase shares or debentures, or units of shares or debentures, is available for collection at the times and places specified in the statement; and

a statement that 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 profile statement.

consists solely of a notice or report to a securities exchange or futures exchange by the corporation or one of its officers, about its affairs;

consists solely of a notice or report of a general meeting of the corporation;

consists solely of a report about the corporation that is published by the corporation and —

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

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

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 lodged with the Authority or information contained in such a prospectus or a profile statement; or

a notice or report referred to in paragraph (a), (b) or (c); or

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

the corporation;

a director of the corporation; (iii)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

acting at the instigation of, or by arrangement with, any person referred to in sub-paragraph (i), (ii) or (iii).

he publishes any advertisement or publication in the ordinary course of a business of —

publishing a newspaper, periodical or magazine; or (ii)broadcasting by radio, television, or any other means of broadcasting or communication; and

he did not know and had no reason to suspect that its publication would constitute a contravention of subsection (1).