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money was not due to any misconduct or negligence on his part.
(3) All money received as aforesaid shall be kept in a separate bank account so long as the company may become liable to repay it under subsection (2); and, if default is made in complying with this sub- section, the company and every officer of the com- pany who is in default shall be liable to a fine of tea thousand dollars.
(4) Any condition requiring or binding any applicant for shares or debentures to waive com- pliance with any requirement of this section shall be void.
(5) For the purposes of this section, permission shall not be deemed to be refused if it is intimated that the application for it, though not at present granted, will be given further consideration.
(6) This section shall have effect--
(a) in relation to any shares or debentures agreed to be taken by a person under- writing an offer thereof by a prospectus as if he had applied therefor in pursuance of the prospectus; and
(b) in relation to a prospectus offering shares for sale with the following modifications, that is to say-
(i) references to sale shall be substituted for references to allotment;
Gi) the persons by whom the offer is made, and not the company, shall be liable under subsection (2) to repay money re- ceived from applicants, and references to the company's liability under that subsection shall be construed accordingly: and
(ii) for the reference in subsection (3) to the company and every officer of the com- pany who is in default there shall be sub- stituted a reference to any person by or through whom the offer is made and who knowingly and wilfully authorizes or permits the default"
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14. The principal Ordinance is amended by adding after section 48 the following new heading and new section—
Construction
to offering shares or debentures
19M48 c. 39.
■. 38.
"Construction of References to offering Shares or Debentures to the Public
48A. (1) Any reference in this Ordinance to of references offering shares or debentures to the public shall, sub- ject to any provision to the contrary contained there- in, be construed as including a reference to offering to the public. them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the pros. pectus or in any other manner, and references in this Ordinance or in a company's articles to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be similarly construed,
(2) Subsection (1) shall not be taken as requir- ing any offer or invitation to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures be- coming available for subscription or purchase by persons other than those receiving the offer or invita- tion, or otherwise as being a domestic concern of the persons making and receiving it, and in particular-
(a) a provision in a company's articles pro- hibiting invitations to the public to sub- scribe for shares or debentures shall not be taken as prohibiting the making to members or debenture holders of an invitation which can properly be regarded as aforesaid; and (b) the provisions of this Ordinance relating to private companies shall be construed ac- cordingly.".
Addition of new heading and section 48.4.
15. Section 94 of the principal Ordinance and the heading Repeal of "Restrictions on Commencement of Business" are repealed.
16. Section 143 of the principal Ordinance is amended in sub-paragraph (1) of paragraph (c) by inserting, after "business of the company", the following--
"has been or".
section 94.
Amendment of section 143.