PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS DIVISION 3 - PROSPECTUS
Section 45. General duty of disclosure in prospectus.
(1) For the purpose of determining whether a prospectus contains any statement or information which is false or misleading or from which there is a material omission under subsection 55(1) or subsection 57(1) , regard shall be had to whether the prospectus contains all such information that investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed assessment of-
(a) the assets and liabilities, financial position, profits and losses and prospects of the issuer and, in the case of a unit trust scheme or prescribed investment scheme, of the scheme;
(b) the rights attaching to the securities; and
(c) the merits of investing in the securities and the extent of the risk involved in doing so.
(2) The information that investors and their professional advisers would reasonably require and reasonably expect to find in the prospectus under subsection (1) is information-
(a) which is known to all or any of the following persons:
(i) a person who was a director of the issuer at the time of issue of the prospectus;
(ii) a person who has consented or caused himself to be named and is named in the prospectus as a director or as having agreed to become a director, either immediately or after an interval of time;
(iii) a promoter;
(iv) the principal adviser in relation to an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(v) a person named in the prospectus, with his consent, as having made a statement that is included in the prospectus or on which a statement made in the prospectus is based;
(vi) a person named in the prospectus, with his consent, as a stockbroker, sharebroker or underwriter, as the case may be, in relation to an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(vii) a person named in the prospectus, with his consent, as an auditor, banker or advocate in relation to an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities;
(viii) a person named in the prospectus, with his consent, as having performed or performing any function in a professional, advisory or other capacity not mentioned in paragraph (iv) , (v) , (vi) or (vii) in relation to an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities; or
(b) which any of the persons referred to in paragraph (2) (a) would have been able to obtain by making such enquiries as were reasonable in the circumstances.
(3) Without prejudice to the generality of subsection (1) or (2) , in determining the information that is required to be included in a prospectus under this section, regard shall be had to-
(a) the nature of-
(i) the securities;
(ii) the business of the issuer of the securities; and
(iii) the unit trust scheme or prescribed investment scheme;
(b) the persons likely to consider acquiring such securities;
(c) the fact that certain matters may reasonably be expected to be known to any professional adviser whom investors referred to in subsection 45(1) may reasonably be expected to consult; and
(d) whether the persons to whom an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities is to be made are the holders of securities in the corporation, or unit holders in the unit trust scheme or prescribed investment scheme, and if they are, to what extent (if any) relevant information has previously been given to them by the issuer under any law or any requirement of the rules of a stock exchange, if applicable, or otherwise.