Clause 77

by deleting the definition of “information memorandum” and substituting the following definition:“ “information memorandum” means a document —

purporting to describe the business and affairs of —

the corporation whose shares, debentures or units of shares or debentures are the subject of the offer or invitation;

the person making the offer or invitation; or

both; and

purporting to have been prepared for delivery to and review by sophisticated investors so as to assist them in making an investment decision in respect of the shares, debentures, or units of shares or debentures which are the subject of the offer or invitation;”;

by inserting, immediately after the word “corporation” in the last line of paragraph (b)(ii) of the definition of “sophisticated investor”, the words “, or (if the corporation is not required to prepare audited accounts) a balance-sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance-sheet, which is a date that is no earlier than 12 months before the date on which the offer or invitation is made to the corporation”; and

by deleting the words “a natural person” in paragraph (c) of the definition of “sophisticated investor” and substituting the words “an individual”.