3.—(1) Subject to paragraph (2), a person who lodges with the Authority a prospectus making an offer of, or inviting subscription for or purchase of, shares in or debentures of, or units of shares in or debentures of, a corporation, shall be exempt —(a) | from the requirement under paragraph 3 of Part IX of the Fifth Schedule, paragraph 3 of Part IX of the Sixth Schedule, paragraph 4 of Part VIII of the Seventh Schedule, or paragraph 4 of Part IX of the Eighth Schedule, to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations (Rg 1), as the case may be, that the annual financial statements provided in the prospectus be prepared or re-stated in accordance with the SAS, the IAS or the US GAAP; | (b) | from the requirement under regulation 18(b) of Part IX of the Fifth Schedule, regulation 17(b) of Part IX of the Sixth Schedule, regulation 19(b) of Part VIII of the Seventh Schedule, or regulation 18(b) of Part IX of the Eighth Schedule, to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations, as the case may be, to provide a statement that the financial statements of each entity used in the preparation of the pro forma financial statements be prepared or re-stated in accordance with the SAS, the IAS or the US GAAP; and | (c) | from the requirement under regulation 20(a) of Part IX of the Fifth Schedule, regulation 19(a) of Part IX of the Sixth Schedule, regulation 21(a) of Part VIII of the Seventh Schedule, or regulation 20(a) of Part IX of the Eighth Schedule, to the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations, as the case may be, to include, in the prospectus, an opinion from the auditors that the financial statements of each entity used in the preparation of the pro forma financial statements were prepared or re-stated in accordance with the SAS, the IAS or the US GAAP. |
(2) The exemptions under paragraph (1) shall be subject to the condition that the prospectus referred to in that paragraph includes the following:(a) | a statement identifying the body of accounting standards that was adopted in the preparation of the financial statements of the corporation whose shares or debentures, or units of shares or debentures, are being offered; | (b) | in the case referred to in paragraph (1)(a), an opinion from the auditors that no material adjustments would be required to re-state the annual financial statements in accordance with the SAS, the IAS or the US GAAP, as the case may be; and | (c) | in the case referred to in paragraph (1)(b), an opinion from the auditors that —(i) | the pro forma financial statements included in the prospectus were properly prepared from financial statements of the entities within the pro forma group which were prepared in accordance with, or consistent with, the SAS, the IAS or the US GAAP, as the case may be; and | (ii) | in respect of the financial statements of the entities within the pro forma group which were not prepared or re-stated in accordance with the SAS, the IAS or the US GAAP, as the case may be, no material adjustments would be required to re-state such financial statements in accordance with the SAS, the IAS or the US GAAP, as the case may be, for the purposes of preparing the pro forma financial statements. |
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