166
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.
126
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.
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(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 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 & 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, a 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 sball 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
J
Ordinance.
127
329. (1) In order to comply with this Part of this Require Ordinance a prospectus in addition to complying with ments as to the provisions of sub-paragraphs (ii) and (iii) of prospectus. paragraph (a) of subsection (1) of the last foregoing 5, c. 23,
section must-
(a) contain particulars with respect to the follow-
ing matters-
(i) the objects of the company;
(ii) the instrument constituting or defining the constitution of the company;
(iii) the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;
(iv) an address in the Colony where the said instrument, enactments or provisions,
or copies thereof, and if the same are in a foreign language a translation thereof cer- tified in the prescribed manner, can be inspected;
(v) the date on which and the country in which the company was incorporate:l;
(iv) whether the company has established a place of business in the Colony, and, if so, the address of its principal office in the Colony;
Provided that the provisions of sub-paragraphs (i), (ii), (iii) and (iv) of this paragraph shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business. (b) subject to the provisions of this section, state the matters specified in Part I of the Fourth Schedule to this Ordinance (other than those specified in paragraph of the said Part I) and set out the reports specified in Part II of that Schedule subject always to the pro- visions contained in Part III of the said Schedule:
Provided that—
(i) where any prospectus is published as a news- paper advertisement, it shall be a sufficient compliance with the requirement that the prospectus must specify the objects of the company if the advertisement specifies the primary object with which the company was formed; and
(ii) in paragraph 3 of Part I of the said Fourth Schedule a reference to the constitution of the company shall be substituted for the reference to the articles; and
(iii) paragraph 1 of Part III of that Schedule shall have effect as if the reference to the memorandum were omitted therefrom.
(2) Any condition requiring or binding any applicant
for shares or debentures 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) In the event of non-compliance with or con- travention of any of the requirements of this section, e director or other person responsible for the prospectus shall not incur any liability by reason of the non- compliance or contravention, if
(a) as regards any matter not disclosed, he proves
that he was not cognisant thereof; or
(b) be proves that the non-compliance or contra- vention arose from an honest mistake of fact on his part; or
19 & 20 Geo.
2. 355.
167
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