Dating and registration of pros- pectus. 19 & 20 Geo.
5, c. 23, 8. 34.
Specific re- quirements as to parti- culars in prospectus. 19 & 20 Geo. 5, c. 23,
8. 35.
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PART II.
SHARE CAPITAL and DEBENTURES.
Prospectus.
36.-(1) A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
(2) A copy of every such prospectus, signed by every person who is named therein as a director or proposed director of the company, or by his agent authorised in writing, shall be delivered to the registrar of companies for registration on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so delivered for regis- tration.
(3) The registrar shall not register any prospectus unless it is dated, and the copy thereof signed, in manner required by this section.
(4) Every prospectus shall state on the face of it that a copy has been delivered for registration as required by this section.
(5) If a prospectus is issued without a copy thereof being so delivered, the company, and every person who is knowingly a party to the issue of the prospectus, shall be liable to a fine not exceeding fifty dollars for every day from the date of the issue of the prospectus until a copy thereof is so delivered.
37.-(1) Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must be in the English language and must state the matters specified in Part I of the Fourth Schedule to this Ordinance and set out the reports specified in Part II of that Schedule, and the said Part I and II shall have effect subject to the provisions contained in Part III of the said Schedule.
(2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void.
(3) It shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section:
Provided that this subsection shall not apply if it is shown that the form of application was issued either-
(a) in connection with a bonâ fide invitation to a person to enter into an underwriting agree- ment with respect to the shares or debentures;
or
(b) in relation to shares or debentures which were
not offered to the public.
If any person acts in contravention of the provisions of this subsection, he shall be liable to a fine not exceeding five hundred pounds.
(4) In the event of non-compliance with or con- travention of any of the requirements of this section,