Section 128
Any person who-
of Securities Markets Order, 2013
(aJ makes a statement (which includes registration statements, prospectuses or supplementary prospectuses), promise or forecast which he knows to be misleading, false or deceptive or dishonestly conceals any material facts; or
(b}
recklessly makes (dishonestly or otherwise) a statement, promise or forecast which is misleading, false or deceptive, is guilty of an offence -
(i)
if he makes the statement, promise or forecast or conceals the facts for the purpose of inducing; or
(ii)
he is reckless as to whether it may induce, another person (whether ~r not the person to whom the statement, promise or forecast is made or from whom the facts are concealed) to enter or offer to enter into, or to refrain from entering or offering to enter into, an investment agreement or to exercise, or refrain from exercising, any rights conferred by a security.
(2)
Any person who does any act or engages in any course of conduct which creates a false or misleading impression as to the market in or the price or value of any securities is guilty of an offence if he does so for the purpose of creating that impression and of thereby inducing another person to acquire, dispose of, subscribe for or underwrite those securities or to refrain from doing so or to exercise, or refrain from exercising, any rights conferred by those securities.
1335
(3)
In proceedings brought against any person for an offence under subsection (1) or (2), it shall be a defence for him to prove that he reasonably believed that his act or conduct would not create an impression that was false or misleading as to the matters mentioned in those subsections.
(4)
Subsection (1) shall not apply unless-
(aJ the statement, promise or forecast is made in or from, or the facts are concealed in or from Brunei Darussalam;
(bJ the person on whom the inducement is intended to or may have effect is in Brunei Darussalam; or
(cJ the agreement is or would be entered into or the rights are or would be exercised in Brunei Darussalam.
(5)
Subsection (2) shall not apply unless-
(aJ the act is done or the course of conduct is engaged in Brunei
Darussalam; or
(bJ the false or misleading impression is created in Brunei Darussalam.
(6)
A person guilty of an offence under this section is liable on conviction to a fine not exceeding $200,000, imprisonment for a term not exceeding 2 years or both, and, in the case of a continuing offence, with a further fine not exceeding
$20,000 for every day or part thereof during which the offence continues after conviction.
Failure to comply with content or requirement of prospectus.