MKT 2.9 MKT 2.9 Notification of Material Changes During the Currency of the Prospectus
MKT 2.9.1 MKT 2.9.1(1) If, during the currency of the
Prospectus:(a) there is a significant change in, or a material mistake or inaccuracy affecting, any matter contained in the Prospectus; or(b) a significant new matter arises,the Personmaking the Prospectus Offermust produce a Supplementary Prospectusin accordance with the requirements in this Rule.(2) For the purpose of (1), 'significant' or 'material' means information which an investor would reasonably require for the purpose of making an informed assessment relating to the Securitiesto which the Prospectusrelates.(3) In the case of a Prospectus Offer, the Personrequired to produce the Supplementary Prospectusunder (1) must:(a) make a clear statement that it is a Supplementary Prospectus;(b) comply with the requirements in section 2.6 relating to the approval of a Supplementary Prospectus; and(c) ensure that the Supplementary Prospectusis available until the end of the Offer Period:(i) in the same media and through the same channels as the original Prospectus; and(ii) to each offeree free of charge; and(d) provide the Supplementary Prospectuswithout undue delay to each Personwho has subscribed for or offered to purchase the Securitiesin reliance on the initial Prospectus.(4) For the purposes of complying with (3), if the Prospectuscomprises a Registration Statementand a Securities Note, the Supplementary Prospectusmust consist of an updated Registration Statementand Securities Note.
MKT 2.9.1 Guidance
Particular care should be taken so that the financial information in a
Prospectusis not outdated. For example, in respect of the last year of audited financial information included in a Prospectus, such information is required, under MKT Rule A1.1.1 (item 7.1) of App1, not to be older than 18 months from the date of the Registration Statementwhere the Issuerincludes audited interim financial statements in the Registration Statementand, not to be older than 15 months, if such interim financial statements are unaudited.
Where Rule 2.9.1 applies, any reference in these
Rulesto a Prospectusmust be read as a reference to a Prospectusas amended by a Supplementary Prospectusunless the context requires otherwise.
Supplementary Prospectushas been filed for the purposes of the requirement in Rule 2.9.1(1), the Personresponsible for producing the Supplementary Prospectusmust:(a) inform offerees of their right to confirm or withdraw any subscription or offer made on the basis of the original Prospectusand the manner in which to do so; and(b) allow the offeree a period of at least seven business days from the date of receipt of the Supplementary Prospectusin which to confirm or withdraw its subscription or offer.