Clause 63

by deleting the words “shares or debentures, or units of shares or debentures offered thereby to be listed for quotation on the official list of” in the 2nd to 4th lines of subsection (1) and substituting the words “securities offered thereby to be listed for quotation on”;

by deleting the words “shares or debentures, or units of shares or debentures,” in subsection (1)(i) and (ii) and substituting in each case the word “securities”;

by deleting subsections (2) and (3) and substituting the following subsections:“(2) Where the permission has not been applied for, or has not been granted as mentioned under subsection (1), the person making the offer shall, subject to subsection (3), immediately repay without interest all moneys received from applicants in pursuance of the prospectus, and if any such moneys is not repaid within 14 days after the person making the offer so becomes liable to repay them, then —

he shall be liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days; and

where the person making the offer is an entity, in addition to the liability of the entity, the directors or equivalent persons of the entity shall be jointly and severally liable to repay those moneys with interest at the rate of 10% per annum from the expiration of such 14 days.(3) Where in relation to any securities of an entity —

permission is not applied for as specified in subsection (1)(a); or

permission is not granted as specified in subsection (1)(b),the Authority may, on the application of the entity made before any of the securities is purported to be allotted, exempt the allotment of the securities from the provisions of this section, and the Authority shall give notice of such exemption in the Gazette.”;

by inserting, immediately after the words “A director” in subsection (4), the words “or an equivalent person”;

by deleting the words “shares or debentures, or units of shares or debentures,” in subsection (5) and substituting the word “securities”;

by deleting paragraphs (a) and (b) of subsection (6) and substituting the following paragraphs:“(a)in relation to any securities agreed to be taken by a person underwriting an offer thereof contained in a prospectus as if he had applied therefor in pursuance of the prospectus; and

in relation to a prospectus offering securities for sale as if a reference to sale were substituted for a reference to allotment.”;

by deleting the words “the corporation” in subsection (7) and substituting the words “the person making the offer”;

by deleting subsection (8) and substituting the following subsection:“(8) Any person who contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.”;

by inserting, immediately after the word “directors” in subsection (9), the words “or equivalent persons”;

by inserting, immediately after the words “each director” in subsection (10), the words “or equivalent person”;

by deleting subsection (11) and substituting the following subsection:“(11) A person shall not issue a prospectus inviting persons to subscribe for securities of an entity if it includes —

a false or misleading statement that permission has been granted for those securities to be listed for quotation on, dealt in or quoted on any securities exchange; or

any statement in any way referring to any such permission or to any application or intended application for any such permission, or to listing for quotation, dealing in or quoting the securities, on any securities exchange, or to any requirement of a securities exchange, unless —

that statement is or is to the effect that permission has been granted, or that application has been or will be made to the securities exchange within 3 days from the date of the issue of the prospectus; or

that statement has been approved by the Authority for inclusion in the prospectus.”;

by deleting subsection (13) and substituting the following subsection:“(13) Where a prospectus contains a statement to the effect that the memorandum and articles or other constituent document or documents of the issuer comply, or have been drawn so as to comply, with the requirements of any securities exchange, the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that application has been, or will be, made for permission for the securities to which the prospectus relates to be listed for quotation on the securities exchange.”; and

by deleting the words “shares and debentures” in the section heading and substituting the word “securities”.