Revised Laws of Saint Lucia (2022)

8.   Offering document

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   (1)   An offering document in respect of equity interests in an international public mutual fund shall—

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      (a)     provide full, true and plain disclosure of-

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         (i)     the issue price of any equity interests being offered,

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         (ii)     particulars of the business and finances of the international public mutual fund offering such equity interests, and

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         (iii)     all facts present or foreseeable that significantly affect or would reasonably be expected to have a significant effect on the disclosure required in sub-paragraphs (i) and (ii);

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      (b)     contain a summary of the rights of investors as provided in section 9;

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      (c)     state whether the international public mutual fund is to be organized in the form of an international business company, international partnership or international trust;

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      (d)     include, the financial statements for the last 5 financial years of the international public mutual fund and the auditor's report of the mutual fund, or for such shorter period of the existence of the international public mutual fund;

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      (e)     contain such other information as is necessary to enable a prospective investor in the international public mutual fund to make an informed decision as to whether or not to subscribe for or purchase the equity interests; and

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      (f)     be signed by all of the directors of the international business company under which the international public mutual fund is organized, the general partners of international partnership,

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   under which the international public mutual fund is established or trustees of the international trust under which the international public mutual fund is to be set-up.

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   (2)   Subsection (1) is without prejudice to any duty of disclosure pursuant to any law in force in Saint Lucia or the law of any other jurisdiction.

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   (3)   A person shall be deemed not to have filed with the Director a current offering document or the prescribed details in respect of current offering document if there is a continuing offer of equity interests where any promoter or administrator, registered agent or registered trustee of the international public mutual fund—

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      (a)     is aware of any change that materially affects any information in the offering document filed with the Director; and

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      (b)     has not within 21 days of becoming so aware filed with the Director an amended offering document or amended prescribed details to incorporate that change.

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   (4)   A person shall not offer for sale equity interests in an international public mutual fund for which an international public mutual fund licence has been granted unless prior to the offer the person—

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      (a)     produces and makes available in writing an offering document that complies with subsection (1);

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      (b)     makes available a copy of the offering document to each prospective investor; and

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      (c)     files a copy of the document with the Director.

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   (5)   A person who contravenes subsection (4) commits an offence and is liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.

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   (6)   The Director shall not accept a copy of an offering document for filing pursuant to section 6 (2) unless it is accompanied by a certificate in the prescribed form of the administrator who is providing the public mutual fund with mutual fund administration services certifying that it complies with the requirements of subsection (1).

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   (7)   If all or any part of the offering document is not in the English language the Director shall require that an English translation of the offering document or that part of the offering document verified in a manner satisfactory to the Director be filed along with the offering document with the Director.

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   (8)   Where subsequent to the filing of an offering document any of the disclosures required pursuant to subsection (1) ceases to be accurate, the administrator providing the international public mutual fund administration services shall publish an amendment to the offering document giving accurate disclosures and provide a copy of the amendment to each of its investors and to the Director.

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   (9)   A person who contravenes subsection (8) commits an offence and is liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.