Chapter: 32  COMPANIES ORDINANCE

Schedule Num: 21  Version Date 03/12/2004

PROVISIONS IN ACCORDANCE WITH WHICH A PROSPECTUS MAY CONSIST OF MORE THAN ONE DOCUMENT

TWENTY-FIRST SCHEDULE

[sections 38A, 39B, 342A,   342CB & 360 &   12th & 18th Schs.]

PART 1

PROSPECTUS TO WHICH THE PROVISIONS OF

PART II OF THIS ORDINANCE APPLY

1. Interpretation

In this Part

issue prospectus means that prospectus to which the provisions of Part II of this Ordinance apply contained in the document, or series of documents, mentioned in section 2(1)(b);

programme prospectus means that prospectus to which the provisions of Part II of this Ordinance apply contained in the document mentioned in section 2(1)(a);

relevant information, in relation to a prospectus, means such information as is required by the provisions of sections 37 to 44B of, and the Third Schedule to, this Ordinance to be contained in the prospectus.  <* Note- Exp. x-Ref: Sections 37, 38, 38A, 38B, 38BA, 38C, 38D, 39, 39A, 39B, 39C, 40, 40A, 40B, 41, 41A, 42, 43, 44, 44A, 44B *>

2. Prospectus consisting of more than  one document(1) A prospectus may consist of

(a) a document containing such relevant information as the issuer of the document thinks fit (but excluding the price, or any formula for calculating the price, of the shares or debentures to which the prospectus relates); and

(b) a document, or series of documents, containing such relevant information as is not already contained in the document mentioned in paragraph (a).

(2) For the avoidance of doubt, it is hereby declared that an issue prospectus does not have to be issued at the same time as the programme prospectus concerned is issued.

3. Amendments

The information contained in

(a) a programme prospectus may only be amended by

(i) an addendum to the programme prospectus;

(ii) replacing the programme prospectus with a new programme prospectus; or

(iii) the issue prospectus concerned or an addendum to the issue prospectus;

(b) an issue prospectus may only be amended by

(i) an addendum to the issue prospectus; or

(ii) replacing the issue prospectus with a new issue prospectus;

(c) an addendum to a programme prospectus may only be amended by

(i) a further addendum to the programme prospectus;

(ii) replacing the addendum with a new addendum;

(iii) replacing the addendum and programme prospectus with a new programme prospectus; or

(iv) the issue prospectus concerned or an addendum to the issue prospectus;

(d) an addendum to an issue prospectus may only be amended by

(i) replacing the addendum with a new addendum; or

(ii) replacing the addendum and issue prospectus with a new issue prospectus.

4. Amendment made pursuant to  section 3 is prospectusIt is hereby declared that any amendment made pursuant to section 3 is a prospectus and, subject to section 5, the provisions of this Ordinance shall apply to the amendment accordingly.

5. Certain amendments made pursuant to  section 3 to be read with other  related documents

Where it enables a provision of this Ordinance (including paragraph 3 of the Third Schedule to this Ordinance) to apply to an amendment made pursuant to section 3, the amendment shall, for the purposes of that application, be read with all or any of the programme prospectus to which it relates and the addenda, if any, to the programme prospectus and the issue prospectus to which it relates and the addenda, if any, to the issue prospectus, as the case requires.

6. Warning

(1) Every issue prospectus (including a new issue prospectus mentioned in section 3(b)(ii) or (d )(ii)) and any form of application must contain a statement specified in Part 4 of the Eighteenth Schedule to this Ordinance.

(2) Any amendment made pursuant to section 3(b)(i) must contain a statement specified in Part 5 of the Eighteenth Schedule to this Ordinance.

7. Availability of programme prospectus, etc.

The issuer of a programme prospectus must make arrangements for

(a) the programme prospectus and its addenda, if any; and

(b) the issue prospectus concerned and its addenda, if any,

to be readily available to investors and potential investors throughout the period during which the shares or debentures to which the issue prospectus relates are offered or sold to the public.

8. Cessation of offer to which programme prospectus, etc. relates

The shares or debentures the subject of a programme prospectus and its addenda, if any, and the issue prospectus concerned and its addenda, if any, shall cease to be offered or sold to the public on and after the date of

(a) the publication of the next annual report and accounts of the company to which the programme prospectus relates after the publication of the programme prospectus;

(b) the first anniversary of the date of publication of the programme prospectus; or

(c) if there is a guarantor corporation, within the meaning of section 38(8) of this Ordinance, in relation to the offer concerned, the publication of the next annual report and accounts of the guarantor corporation after the publication of the programme prospectus, whichever is the earlier.

9. Application of section 38C of this Ordinance

It is hereby declared that, where section 38C of this Ordinance has been complied with in respect of a programme prospectus which has been issued, the issue of any issue prospectus concerned does not of itself require that section to again be complied with in respect of the programme prospectus.

PART 2

PROSPECTUS TO WHICH THE PROVISIONS OF

PART XII OF THIS ORDINANCE APPLY

1. Interpretation

In this Part

issue prospectus means that prospectus to which the provisions of Part XII of this Ordinance apply contained in the document, or series of documents, mentioned in section 2(1)(b);

programme prospectus means that prospectus to which the provisions of Part XII of this Ordinance apply contained in the document mentioned in section 2(1)(a);

relevant information, in relation to a prospectus, means such information as is required by the provisions of Part XII of, and the Third Schedule to, this Ordinance to be contained in the prospectus.

2. Prospectus consisting of more than one document(1) A prospectus may consist of

(a) a document containing such relevant information as the issuer of the document thinks fit (but excluding the price, or any formula for calculating the price, of the shares or debentures to which the prospectus relates); and

(b) a document, or series of documents, containing such relevant information as is not already contained in the document mentioned in paragraph (a).

(2) For the avoidance of doubt, it is hereby declared that an issue prospectus does not have to be issued at the same time as the programme prospectus concerned is issued.

3. Amendments

The information contained in

(a) a programme prospectus may only be amended by

(i) an addendum to the programme prospectus;

(ii) replacing the programme prospectus with a new programme prospectus; or

(iii) the issue prospectus concerned or an addendum to the issue prospectus;

(b) an issue prospectus may only be amended by

(i) an addendum to the issue prospectus; or

(ii) replacing the issue prospectus with a new issue prospectus;

(c) an addendum to a programme prospectus may only be amended by

(i) a further addendum to the programme prospectus;

(ii) replacing the addendum with a new addendum;

(iii) replacing the addendum and programme prospectus with a new programme prospectus; or

(iv) the issue prospectus concerned or an addendum to the issue prospectus;

(d) an addendum to an issue prospectus may only be amended by

(i) replacing the addendum with a new addendum; or

(ii) replacing the addendum and issue prospectus with a new issue prospectus.

4. Amendment made pursuant to section 3 is prospectusIt is hereby declared that any amendment made pursuant to section 3 is a prospectus and, subject to section 5, the provisions of this Ordinance shall apply to the amendment accordingly.

5. Certain amendments made pursuant to section 3 to be read with other related documents

Where it enables a provision of this Ordinance (including paragraph 3 of the Third Schedule to this Ordinance) to apply to an amendment made pursuant to section 3, the amendment shall, for the purposes of that application, be read with all or any of the programme prospectus to which it relates and the addenda, if any, to the programme prospectus and the issue prospectus to which it relates and the addenda, if any, to the issue prospectus, as the case requires.

6. Warning

(1) Every issue prospectus (including a new issue prospectus mentioned in section 3(b)(ii) or (d )(ii)) and any form of application must contain a statement specified in Part 4 of the Eighteenth Schedule to this Ordinance.

(2) Any amendment made pursuant to section 3(b)(i) must contain a statement specified in Part 5 of the Eighteenth Schedule to this Ordinance.

7. Availability of programme prospectus, etc.

The issuer of a programme prospectus must make arrangements for

(a) the programme prospectus and its addenda, if any; and

(b) the issue prospectus concerned and its addenda, if any,

to be readily available to investors and potential investors throughout the period during which the shares or debentures to which the issue prospectus relates are offered or sold to the public.

8. Cessation of offer to which programme prospectus, etc. relates

The shares or debentures the subject of a programme prospectus and its addenda, if any, and the issue prospectus concerned and its addenda, if any, shall cease to be offered or sold to the public on and after the date of

(a) the publication of the next annual report and accounts of the company to which the programme prospectus relates after the publication of the programme prospectus;(b) the first anniversary of the date of publication of the programme prospectus; or

(c) if there is a guarantor corporation, within the meaning of section 342(8) of this Ordinance, in relation to the offer concerned, the publication of the next annual report and accounts of the guarantor corporation after the publication of the programme prospectus, whichever is the earlier.

9. Application of section 342B of this OrdinanceIt is hereby declared that, where section 342B of this Ordinance has been complied with in respect of a programme prospectus which has been issued, the issue of any issue prospectus concerned does not of itself require that section to again be complied with in respect of the programme prospectus.

(Twenty-first Schedule added 30 of 2004 s. 2)

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