(1) Where a person who is

(a) a broker-dealer, fund manager, investment adviser; or

(b) a representative of a broker-dealer, fund manager or an investment adviser, sends circulars or other similar written communications in which that person makes a recommendation, whether expressly or by implication, with respect to securities or a class of securities, that person shall ensure that, there is included in each circular or communication, in type, not less legible than that used in the remainder of the circular or communication, a concise statement of the nature of

(c) any interest in die securities or class of securities, or

(d) any interest in die acquisition or disposal of those securities or those securities included in that class, that that brokers-dealer, fund manager, investment adviser or their representatives or a person associated with that broker-dealer, fund manager, investment adviser or their representatives has, at the date on which the circular or Communication is sent.

(2) It is a defence to a prosecution for the contravention of subsection (1) in relation to a failure to include in a circular or other communication a statement of the nature of an interest as provided in subsection (1), for the defendant to establish that, at die time when the circular or communication was sent, the defendant was not aware and could not necessarily be expected to have been aware

(a) that the defendant has an interest in. or an interest in the acquisition or disposal of those securities or securities included in that class; or

(b) that the person associated with die defendant had an interest in, or an interest in the acquisition or disposal of those securities or securities included in that class.

(3) For die purposes of subsections (1) and (2),

(a) an interest of a person in the disposal of securities includes a financial benefit or advantage that will, or is likely to, accrue directly or indirectly to that person on or arising out of the disposal of the securities;

(b) without limiting the generality of paragraph (a), a person who has entered into an underwriting agreement in respect of securities shall be deemed to have an interest in the acquisition or disposal of those securities; and

(6) Where a broker-dealer fails to comply with subsection (1) or (3) in respect of a contract for die purchase of securities by the dealer, the vendor of the securities may, in a like manner, rescind the contract.

(7) Subsections (5) and (6) do not affect a right that a person has apart from that provided under the subsection.

(8) A person who contravenes or fails to comply with any of the provisions of this section commits an offence and is liable on summary conviction to a fine of not less than one hundred penalty units and not more than one hundred and fifty penalty units or to a term of imprisonment of not less than six months and not more than one year or to both.