Companies.
PART XII.
RESTRICTIONS ON SALE OF SHARES AND OFFERS OF SHARES FOR SALE.
327. (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 distribution 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 registration to the Registrar;
(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; 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: Provided that this provision shall not apply if it is shown that the form of application was issued in connexion with a bona 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.
[CAP. 32
Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale.
19 & 20 Geo. 5, c. 23, s. 354.
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