Section 163. Certain advertisements deemed to be prospectuses

(1) Every advertisement offering or calling attention to an offer or intended offer to the public in respect of shares or debentures shall be deemed to be a prospectus unless it—

(a) only contains the following information:

(i) the number and description of the shares or debentures concerned;

(ii) the name and date of registration of the corporation and its paid up share capital;

(iii) a concise statement of the general nature of the main business or proposed main business of the corporation;

(iv) the names, addresses and occupations of the directors or proposed directors, the brokers or underwriters to the issue and in the case of debentures, the trustee for the debenture holders;

(v) the name of the stock exchange of which the brokers or underwriters to the issue are members; and

(vi) particulars of the opening and closing dates of the offer and the time and place at which copies of the full prospectus and forms of application for the shares or debentures may be obtained; and

(b) states that applications for shares or debentures will proceed only on one of the forms of application being referred to, and attached to a printed copy of the prospectus.

(2) A statement in the advertisement that, or to the effect that, the advertisement is not a prospectus shall not affect the operation of this section.

(3) This section shall apply to advertisements published or disseminated in Malaysia by newspaper, broadcasting, television, cinematograph or any other means.

(4) If an advertisement is deemed to be a prospectus by virtue of subsection (1), the provisions under this Subdivision regarding the contents of prospectus and liability in respect of false or misleading statements and material omissions shall apply and have effect accordingly.

(5) If—

(a) an advertisement offering or calling attention to an offer or intended offer of shares in or debentures of a corporation or proposed corporation to the public for subscription or purchase is published or disseminated;

(b) the person who published or disseminated the advertisement before so doing, obtained a certificate signed by at least two directors of the corporation, or two proposed directors of the proposed corporation, that the proposed advertisement is an advertisement that will not be deemed to be a prospectus by virtue of subsection (1); and

(c) the advertisement is not patently an advertisement that is deemed to be a prospectus by virtue of that subsection,

only the corporation and every person who signed the certificate shall be deemed to be the persons who published or disseminated the advertisement.

(6) Any person who has obtained a certificate referred to in paragraph (5)(b) shall forthwith deliver the certificate to the Registrar when so requested by the Registrar.

(7) Any person who contravenes subsection (6) commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding three years or to a fine not exceeding two hundred and fifty thousand ringgit or to both and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

(8) Where an advertisement that is deemed to be a prospectus by virtue of subsection (1) does not comply with the requirements of this Act as to prospectus, the person who published or disseminated the advertisement, and every officer of the corporation concerned, or other person, who knowingly authorized or permitted the publication or dissemination, commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding one million ringgit or to both.

(9) Nothing in this section shall limit or diminish any liability which any person may incur in any other provisions under this Act or any other written law.