ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 1 - PROSPECTUSES

Section 42A. Supplemental prospectus.

(1) If, after the registration of a prospectus, but before its issue, the person who lodged the prospectus became aware that— (a) a significant new matter has arisen being a matter, the information of which is required by this Act or by any requirements or guidelines of any authority, to be disclosed in a prospectus; (b) there has been a significant change affecting a matter disclosed in the prospectus; (c) the prospectus contained a material statement that is false or misleading; or (d) there is a material omission from the prospectus, the person shall lodge with the Registrar a supplemental prospectus that contains information relating to the new matter or change or correct the false or misleading statement or omission as the case requires. (2) A supplemental prospectus shall clearly identify the prospectus to which it relates and shall contain a statement in bold or coloured print that it is a supplemental prospectus to be read in conjunction with the prospectus. (3) A supplemental prospectus shall be deemed to be part of the prospectus to which it relates and all written laws and rules of law as to the contents of prospectuses and to liability in respect of statements and non-disclosures in prospectuses or otherwise relating to prospectuses, shall apply and have effect accordingly. (4) Where a supplemental prospectus has been lodged with the Registrar pursuant to subsection (1), every copy of the prospectus shall be issued, accompanied by a copy of the supplemental prospectus. (5) A supplemental prospectus may be lodged for the purpose of subsection (1), notwithstanding that the prospectus to which it relates has been issued, if— (a) the prospectus relates to an invitation or offer which is addressed to an identifiable category of persons to whom it is directly communicated by the person making the invitation or offer or by his appointed agent, and a copy of the supplemental prospectus is sent to each of those persons in compliance with subsection (6); or (b) the prospectus relates to an invitation or offer to the general public and a copy of the supplemental prospectus is advertised in every newspaper which originally advertised the invitation or offer or calling attention to the invitation or offer in compliance with subsection (6). (6) For the purpose of subsection (5), a notice shall— (a) in the case of paragraph (5)(a), be sent together with a copy of the supplemental prospectus to every person referred to in that subsection; (b) in the case of paragraph (5)(b), be advertised together with the supplemental prospectus, stating— (aa) that a copy of the supplemental prospectus has been lodged with the Registrar; and (bb) that every person who has submitted his application prior to the date of the notice is entitled to withdraw his application within seven days of the date of the notice and all application money received in respect thereof will be repaid in full without penalty. (7) If default is made in complying with this section, every person who is in default shall be guilty of an offence against this Act. Penalty: Imprisonment for five years or one hundred thousand ringgit or both.