Section 80: Criminal liability on defective prospectuses

80. Criminal liability on defective prospectuses (1) Any person who— (a) makes a misleading or deceptive statement in a prospectus; or (b) omits information or a statement from a prospectus that this Act, any regulations made under this Act or the FSC Rules requires to be included, shall commit an offence, whether or not the matter concerned arose before or after the prospectus is lodged with the Commission for registration, and shall, on conviction, be liable to a fine not exceeding one million rupees and to imprisonment for a term not exceeding 5 years. (2) Where the offence under subsection (1) is committed in circumstances where the person committing the offence either— (a) knows that— (i) the statement is false or misleading; or (ii) the matter is omitted and the omission is materially adverse from the point of view of an investor in the securities; or (b) the person is reckless as to whether— (i) the statement is false or misleading; or (ii) the omission of matter is materially adverse from the point of view of an investor in the securities, that person shall, on conviction, be liable to a fine of not less than 500,000 rupees together with imprisonment for a term of not less than one year. (3) For the purposes of this section— (a) a misleading statement includes a statement about a future matter made by a person having no reasonable grounds for making such statement; [Issue 1] S7 – 28 Revised Laws of Mauritius (b) reference to a prospectus includes reference to any document required by this Act, any regulations made under this Act or the FSC Rules to accompany the prospectus; (c) where the misleading statement or material omission in the prospectus is either— (i) made by a person whose consent was obtained under section 72; or (ii) based on a statement made by a person whose consent was obtained under section 72, only that person shall commit the offence. (4) Subject to subsection (3) (c), a person specified in subsection (1) shall include, but shall not be limited to, a person who signs the prospectus as required under section 71 (2) (b) or the FSC Rules.