Section 166. Supplemental prospectus or replacement prospectus

(1) This section applies if, after the registration of a prospectus but before its issue, the person who lodged or registered the prospectus becomes aware that—

(a) a significant new matter has arisen being a matter, the information of which is required by this Act to be disclosed in a prospectus;

(b) there is 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.

(2) After becoming aware of the matters referred to in subsection (1), the person shall, as soon as practicable, lodge or register a supplemental or replacement prospectus with the Registrar, as the case may be.

(3) A supplemental prospectus shall—

(a) clearly identify the prospectus to which the supplemental prospectus relates; and

(b) contain a statement in bold or coloured print on each page of the supplemental prospectus stating that—

(i) the supplemental prospectus is a supplemental prospectus to be read in conjunction with the original prospectus; and

(ii) if other supplemental prospectus has been issued in relation to the same original prospectus, both the original prospectus and previous supplemental prospectus.

(4) A supplemental prospectus shall be deemed to be part of the original prospectus to which the supplemental prospectus relates and the provisions under this Subdivision regarding the contents of prospectus and liability in respect of false or misleading statements and material omissions in a prospectus shall apply and have effect accordingly.

(5) Where a supplemental prospectus has been registered with the Registrar under subsection (1), every copy of the original prospectus shall be issued together with a copy of the supplemental prospectus.

(6) A replacement prospectus shall—

(a) clearly identify the prospectus which the replacement prospectus replaces;

(b) contain a statement in bold or coloured print at the beginning of the prospectus stating that it is a replacement prospectus; and

(c) be regarded as replacing the original prospectus previously registered under section 155.

(7) Notwithstanding that the original prospectus to which the supplemental or replacement prospectus relates or replaces has been issued, a supplemental or replacement prospectus may be registered for the purposes of subsection (1) if—

(a) the original prospectus relates to an invitation or offer which is addressed to an identifiable category of persons to whom the original prospectus is directly communicated by the person making the invitation or offer or by his appointed agent, and a copy of the supplemental or replacement prospectus is sent to each of the persons in accordance with subsection (8); or

(b) the original prospectus relates to an invitation or offer to the public and a copy of the supplemental or replacement prospectus is advertised in every newspaper which originally advertised the invitation or offer or calling attention to the invitation or offer in accordance with subsection (8).

(8) For the purposes of subsection (7), a notice shall—

(a) in the case of paragraph (7)(a), be sent together with a copy of the supplemental or replacement prospectus to every person referred to in that subsection; and

(b) in the case of paragraph (7)(b), be advertised together with the supplemental or replacement prospectus stating that—

(i) a copy of the supplemental or replacement prospectus has been registered with the Registrar; and

(ii) every person who has submitted his application prior to the date of the notice is entitled to withdraw his application within fourteen days from the date of the notice and all application money received in respect of the shares or debentures will be refunded in full without interest or profit.

(9) Any supplemental or replacement prospectus that has been registered with the Securities Commission under the Capital Markets and Services Act 2007 shall be lodged with the Registrar immediately upon registration with the Securities Commission together with a notice indicating which original prospectus the supplemental or replacement prospectus relates to or replaces, as the case may be.

(10) Any person who contravenes this section 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.