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Part II

XIII. Supplementary Information

Certain countries have requirements for the disclosure of information that becomes available after a document has been approved. The specific disclosure requirements in certain countries are set forth below.

Australia - A supplementary or replacement prospectus must be lodged if, during the life of a prospectus, the issuer becomes aware that the prospectus is deficient or outdated in that:

  1. the prospectus contains a material statement that is false or misleading (s1023B (1) (a));
  2. there is a material omission from the prospectus (s1023B (1) (b));

  3. there has been a significant change affecting information in the prospectus (s1024 (1) (a)); or

  4. a significant new matter has arisen, and the prospectus content requirements of the Corporation Law would have required information about that matter to have been included in the prospectus if the matter had arisen when the prospectus was being prepared (s1024 (1) (b)).

The issuer must lodge the supplementary or replacement prospectus as soon as practicable after becoming aware of that fact.

A replacement prospectus is a prospectus that has the same wording as the original prospectus, except for (a) the provision of new or additional information; and (b) the correction of deficiencies in the original prospectus.

As described above, the Corporations Law requires an issuer to lodge supplementary and replacement prospectuses in specified circumstances. However, their use is not limited to these cases. They can be used and lodged whenever an issuer wants to correct a deficiency in the original prospectus; update the original prospectus by providing information about something which has happened since the prospectus was prepared, whether or not material; or provide additional information, whether or not the information is new or material. Supplementary and replacement prospectuses can also be used to correct, update or add to the original prospectus at any time, e.g., before the start of the application period of the prospectus. For example, they can be used to update a prospectus which has been lodged or registered but not yet issued.

The European Union - Every significant new factor capable of affecting assessment of the securities which arises between the time when the prospectus is approved and the time when stock exchange dealings begin shall be covered by a supplement to the prospectus approved and published in the usual way. (Article 23 of Listing Particulars Directive).

Hong Kong - Except with the approval of the Stock Exchange of Hong Kong a supplementary prospectus must be approved and published in the usual way, if, after the issue of a prospectus, or a supplementary prospectus, and before commencement of dealings, the issuer becomes aware that -

  1. there has been a significant change affecting any matter contained in the prospectus, or

  2. a significant new matter has arisen, the inclusion of which would have been required to be in the prospectus if it had arisen before the prospectus was issued.

Significant in this context means significant for the purposes of making an informed assessment of the matters mentioned in 11.07 of the Stock Exchange of Hong Kong's Listing Rules (see 1 of Part II above). (The Stock Exchange of Hong Kong's Listing Rules 11.13.)

Mexico - Rule 11-29 states that every significant change in the information, between the time the prospectus is approved and the time when stock exchange dealings begin, shall be disclosed to the public through a press release or in a supplement to the prospectus.

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