69. Prospectus content

A Prospectus must contain:

• (a) information which is material to an investor for making an informed assessment of:

(i) the assets and liabilities, profits and losses, financial position, and prospects of the Issuer and of any guarantor;

(ii) the rights attaching to the Securities; and

(iii) the reasons for the issuance and its impact on the Issuer; and

• (b) such further information and documents as may be specified by the AFSA pursuant to section 70.

70. AFSA power to prescribe Prospectus content

(1) The AFSA may, by Rules, prescribe the information that must be included in a Prospectus.

(2) The AFSA may, in prescribing the information to be included in a Prospectus, require specific content for a Prospectus of a particular type of Security.

(3) The Issuer or other Person responsible for the issue of a Prospectus must include in the Prospectus all the information required under subsections (1) and (2) that would be reasonable for him to have knowledge of, or acquire through reasonable enquiries.

(4) The AFSA may by Rules prescribe:

• (a) the circumstances in which a Prospectus may incorporate any material by reference; and
• (b) the Persons liable for the content of a Prospectus.

71. AFSA power to approve omission of information

The AFSA may approve the omission from the Prospectus, or constituent parts thereof, of certain information to be included therein, if it considers that any of the following conditions is met:

• (a) disclosure of such information would be contrary to the public interest;
• (b) disclosure of such information would be seriously detrimental to the Issuer or to the guarantor, if any, provided that the omission of such information would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the Issuer or guarantor, if any, and of the rights attached to the securities to which the prospectus relates;
• (c) such information is of minor importance in relation to admission to trading on an Authorised Investment Exchange and would not influence the assessment of the financial position and prospects of the Issuer or guarantor.

72. AFSA power to publish or require publication of information

Where a Person issuing a Prospectus fails to publish any information which that Person is required to publish by or under these Regulations, the AFSA may direct the Issuer to publish such information or in a time frame prescribed by the AFSA or publish such information itself.

73. Obligation to issue a Supplementary Prospectus

If at any time after the issue of a Prospectus there is a significant change in, or a material mistake or inaccuracy affecting any matter contained in the Prospectus or a significant new matter arises, the Issuer or the Person responsible for the issue of the Prospectus must issue a Supplementary Prospectus which provides details of the change, mistake, inaccuracy or new matter.

74. Right to withdraw

(1) Where the obligation to issue a Supplementary Prospectus arises, investors who have already agreed to purchase or subscribe for the Securities before the Supplementary Prospectus is published have the right to withdraw their acceptances. Subject to (2), such right is exercisable within five working days after the issue of the Supplementary Prospectus or such longer period as either the Issuer may decide or the Authorised Investment Exchange or the AFSA may direct.

(2) Investors may exercise the right to withdraw their acceptances if the significant new factor, material mistake or material inaccuracy in (1) arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first.