PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 3 - PROSPECTUS
Section 44. Contents of prospectus.
(1) Without prejudice to section 45, a prospectus-
(a) shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus;
(b) shall state that-
(i) the prospectus has been registered by the Commission;
(ii) in respect of securities other than a unit trust scheme or prescribed investment scheme, a copy of the prospectus is lodged with the Registrar and in respect of a unit trust scheme or prescribed investment scheme, a copy of the prospectus is lodged with the Commission; and
(iii) the registration of the prospectus shall not be taken to indicate that the Commission recommends the securities or assumes responsibility for the correctness of any statements made or opinions or reports expressed in the prospectus;
(c) shall contain a statement that no securities will be alloted or issued on the basis of the prospectus later than such period after the date of issue of the prospectus as the Commission may specify;
(d) shall, if it contains any statement made by an expert or contains what purports to be a copy of or an extract from a report, memorandum or valuation of an expert, state the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for incorporation in the prospectus;
(e) shall not contain the name of any person named in the prospectus as having made a statement-
(i) that is included in the prospectus; or
(ii) on which a statement made in the prospectus is based,
unless the requirements of subsection 53(1) are satisfied; and
(f) shall set out such information, matters or reports as may be specified by the Commission.
(2) A condition requiring or binding an applicant for securities to waive compliance with any requirement of this section or section 45, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
(3) Notwithstanding the provisions of this Division, the Commission may, either on the written application of any person referred to in section 41 or of its own accord, make an order relieving such person from or approving any variation of the requirements of this Act relating to the form and content of a prospectus.
(4) In making an order under subsection (3) , the Commission may impose such terms and conditions as it deems fit.
(5) The Commission shall not make an order under subsection (3) unless it is satisfied that-
(a) compliance with the requirements of this Act is unnecessary for the protection of persons who may normally be expected to deal in those securities, being persons who would reasonably be expected to understand the risks involved; or
(b) compliance with the requirements of this Act would impose an unreasonable burden on the issuer.
(6) A prospectus shall be deemed to have complied with all the requirements of this Act relating to the form and content of a prospectus if it is issued in compliance with an order made under subsection (3) .
(7) Where a prospectus relating to any securities is issued and the prospectus does not comply with the requirements of this section, the issuer and each director of the issuer at the time of the issue of the prospectus shall be guilty of an offence and shall on conviction be punished with a fine not exceeding three million ringgit or imprisonment for a term not exceeding ten years or both.
(8) Any person who fails to comply with any term or condition as may be imposed by the Commission under subsection (4) shall be guilty of an offence.