s 50 Restrictions in advertising
(1) A person shall not publish a notice that— (a) issues, offers for subscription or purchase, or makes invitations to subscribe for or purchase, securities; or (b) refers, whether directly or indirectly, to— (i) a prospectus in respect of securities of a corporation; (ii) in the case of a unit trust scheme or prescribed investment scheme, a prospectus in respect of any unit of the unit trust scheme or prescribed investment scheme, as the case may be; (iii) an issue, intended issue, offer, intended offer, invitation or intended invitation in respect of securities; or (iv) another notice that refers to a prospectus in relation to an issue, intended issue, offer, intended offer, invitation or intended invitation in respect of securities. (2) Subsection (1) shall apply to such notices mentioned therein which are issued in relation to the securities of a corporation that has not been formed or of a unit trust scheme or prescribed investment scheme that has not been formed. (3) Subsection (1) shall not apply to— (a) such notices referred to in subsection (4) or (5); (b) such preliminary prospectuses referred to in subsection (6); (c) such reports referred to in subsection (7); or (d) such notices or reports as may be specified by the Commission. (4) Subsection (1) shall not apply to a notice that is issued or published before the registration of a prospectus— (a) with the consent of the Commission and subject to such terms and conditions as it may impose; and (b) which does not contain any information or matter other than the following: (i) the name of the issuer of securities; (ii) in the case of a unit trust scheme or prescribed investment scheme, the name of the unit trust scheme or the prescribed investment scheme, and the names of the trustee and the management company in relation to the unit trust scheme or prescribed investment scheme, as the case may be; (iii) a concise statement of the general nature of the main business or undertaking or proposed main business or undertaking of the issuer; (iv) the names, addresses and, where appropriate, occupations of the directors or proposed directors; (v) the names and addresses of stockbrokers, sharebrokers, underwriters and principal adviser in relation to the proposed issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities; (vi) in the case of debentures, the name and address of the trustee for debenture holders; (vii) a brief description of the listing status of the corporation, unit trust scheme or prescribed investment scheme on any stock exchange or other similar exchange outside Malaysia, or a statement that it is intended to apply for permission to list the corporation, unit trust scheme or prescribed investment scheme on any stock exchange or other similar exchange outside Malaysia but no assurance has been given that the corporation, unit trust scheme or prescribed investment scheme, as the case may be, will be listed; (viii) the fact that a prospectus is in the course of preparation and that an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities is proposed, together with a brief indication of the nature and number of securities and of the possible timing of the issue of the prospectus; (ix) in the case of a unit trust scheme or prescribed investment scheme, a description of the persons from whom the units are available for purchase or subscription; and (x) such other information or matters which the Commission may specify in writing. (5) Subsection (1) shall not apply to a notice that is issued or published after the registration of a prospectus that— (a) states that a prospectus in relation to any securities has been registered; (b) specifies the date of the prospectus; (c) specifies where a copy of the prospectus can be obtained; (d) states that any issue of securities to which the prospectus relates will only be made on receipt of a form of application referred to in and accompanying a copy of the prospectus; and (e) states such other information or matters which the Commission may specify in writing. (6) Subsection (1) shall not apply to a preliminary prospectus where the following requirements are met: (a) a copy of the preliminary prospectus is delivered to the Commission prior to its issue; (b) the preliminary prospectus is issued to any person referred to in paragraph (1), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (22), (23), (24), (25), (26) or (27) of Schedule 2 or to any other person or class or category of persons or in respect of any securities or class or category of securities which the Commission allows in writing; (c) the preliminary prospectus contains on its front page a conspicuous notice that— (i) it is not a prospectus; (ii) no issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities to which the preliminary prospectus relates is to be made; and (iii) no agreement to subscribe for securities to which the preliminary prospectus relates will be entered into between the issuer and the recipient of the preliminary prospectus; (d) the preliminary prospectus is not to contain, have attached to it or be accompanied by any form of application which would facilitate the issue of, the offer for subscription or purchase of, or the making of an invitation to subscribe for or purchase, securities to which the preliminary prospectus relates or the acceptance of such an issue, offer or invitation; (e) a person to whom a copy of the preliminary prospectus is issued shall not circulate the copy to any other person; (f) securities are only to be issued on the basis of a prospectus duly registered by the Commission under this Act; and (g) where a prospectus which is registered in relation to securities to which the preliminary prospectus relates differs from the preliminary prospectus in a material respect, notice of such difference shall be given to the recipients of the preliminary prospectus and a copy of such notice shall be delivered to the Commission: Provided that the Commission may, either of its own accord or on a written application by an issuer, make an order approving any variation of the requirements of this subsection. (7) Subsection (1) shall not apply to the issuing or publishing of all or any of the following reports: (a) a report that relates to the affairs of a corporation, a unit trust scheme or a prescribed investment scheme, that is listed on a stock exchange which is or has been published only to that stock exchange by or on behalf of the corporation, unit trust scheme or prescribed investment scheme, as the case may be; (b) a report of the whole or part of the proceedings at a general meeting of a body corporate or at a meeting of unit holders of a unit trust scheme or a prescribed investment scheme where the body corporate, unit trust scheme or prescribed investment scheme is included in the official list of a stock exchange and the report does not contain any matter other than the matters laid before the meeting; (c) a report which is a news report or is a genuine comment, published by a person in a newspaper or periodical or by broadcasting or televising, relating to— (i) a prospectus that has been registered or information that is contained in such a prospectus; or (ii) a report referred to in paragraph (a) or (b), if none of the following persons receives or is entitled to receive any consideration or other benefit from a person who has an interest in the success of the issue of securities to which the report or comment relates as an inducement to publish, or as the result of the publication of the report or comment: (aa) the person making the report or comment; (bb) an agent or employee of the person making the report or comment; (cc) where the report or comment is published in a newspaper or periodical – the publisher of the newspaper or periodical; or (dd) where the report or comment is published by broadcasting or televising – the licensee of the broadcasting or television station by which it is published. (8) A notice that is issued or published under subsection (4) or (5), a preliminary prospectus that is issued under subsection (6) or a report that is issued or published under subsection (7) shall not constitute a prospectus. (9) Nothing in this section shall limit or diminish the liability that a person may incur under any other law. (10) Where it appears to the Commission that a notice, preliminary prospectus or report referred to in this section— (a) contravenes subsection (1); (b) contains a statement or information that is false or misleading; (c) contains a statement or information from which there is a material omission; or (d) contains a material misrepresentation, the Commission may by order in writing served on the person who publishes or issues the notice, preliminary prospectus or report— (aa) direct the person to cease issuing or publishing the notice, preliminary prospectus or report; or (bb) direct the person to take such other action as may be specified in the order. (11) In this section, “notice” includes any notice published in a document, newspaper or periodical or on any medium or in any manner capable of suggesting words and ideas. (12) A person who— (a) issues or publishes a notice in contravention of subsection (1); (b) issues or publishes a notice in contravention of subsection (4) or (5); (c) issues a preliminary prospectus in contravention of subsection (6); or (d) issues or publishes a report in contravention of subsection (7), shall be guilty of an offence and shall on conviction be punished with a fine not exceeding three million ringgit or imprisonment for a term not exceeding ten years or both.