Provisions
with respect to prospec- tuses of foreign
companies inviting subscrip- tions for
shares or offering shares for sale.
19 & 20 Geo. 5, c. 23, s. 354.
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PART XII.
RESTRICTIONS ON SALE OF SHARES AND
OFFERS OF SHARES FOR Sale,
328.-(1) It shall not be lawful for any person- (a) to issue, circulate or distribute in the Colony
any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside the Colony, whether the company has or has not established, or when formed will or will not establish, a place of business in the Colony, unless-
(i) before the issue, circulation or dis- tribution of the prospectus in the Colony a copy thereof, certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, has been delivered for regis- tration to the registrar of companies;
(ii) the prospectus states on the face of it that the copy has been so delivered;
(iii) the prospectus is dated;
(iv) the prospectus otherwise complies with this Part of this Ordinance; or
(b) to issue to any person in the Colony a form of application for shares in or debentures of such a company or intended company as aforesaid, unless the form is issued with a prospectus which complies with this Part of this Ordinance;
Provided that this provision shall not apply if it is shown that the form of appli- cation was issued in connection with a bonâ fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.
(2) This section shall not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but, subject as aforesaid, this section shall apply to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.
(3) Where any document by which any shares in or debentures of a company incorporated outside the Colony are offered for sale to the public would, if the company concerned had been a company within the meaning of this Ordinance, have been deemed by virtue of section forty of this Ordinance to be a prospectus issued by the company, that document shall be deemed to be, for the purposes of this section, & prospectus issued by the company.
(4) An offer of shares or debentures for subscription or sale to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this section.
(5) Section thirty-nine of this Ordinance shall extend to every prospectus to which this section applies.
(6) Any person who is knowingly responsible for the issue, circulation or distribution of any prospectus, or for the issue of a form of application for shares or debentures, in contravention of the provisions of this section shall be liable to a fine not exceeding five thousand dollars.
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(7) In this and the next following section the expressions prospectus,' shares,' and "deben- tures have the same meanings as when used in relation to a company incorporated under this
Ordinance.