(2) Every prospectus shall- (a) on the face of it-
(i) state that a copy has been delivered for registration as required by this section and, immediately after such statement shall state that the Registrar takes no respon- sibility as to the contents of the prospectus; and
(ii) specify, or refer to statements in- cluded in the prospectus which specify, any documents required by this section to be endorsed on or attached to the copy so delivered;
(b) be printed in the English version in type of a size not less than the type known as eight point Times and in the Chinese version in type the face of which is not less than 2.5 millimetres in depth unless the Registrar, before the issuing, advertising, circulating or distributing of the prospectus, certifies in writing that the type and size of letters are legible and satisfactory;
(c) contain no photographs or illustrations of a
pictorial or graphic nature.
(3) The Registrar shall not register a prospectus unless it is dated and the copy thereof signed in manner required by this section and unless it has endorsed thereon or attached thereto the documents (if any) specified by subsection (1).
(4) The Registrar shall not register a prospectus which relates to an intended company.
(5) The Registrar may refuse to register a pros- pectus delivered to him for registration if it does not comply in all respects with this Ordinance or contains any information likely to mislead or mislead- ing in the form and context in which it is included.
(6) If a prospectus is issued without a copy thereof having been registered under this section by the Registrar or without the copy delivered to the Registrar for registration having endorsed thereon or attached thereto the required documents, the com pany, and every person who is knowingly a party
9
to the issue of the prospectus, shall be liable to a fine of one hundred dollars for every day from the date of the issue of the prospectus until a copy thereof is so registered with the required documents endorsed thereon or attached thereto.
(7) Any person aggrieved by the refusal of the Registrar to register a prospectus may appeal to the court and the court may either dismiss the appeal or order the Registrar to register the prospectus.".
Section 40 of the principal Ordinance is repealed and the following new section substituted therefor
7.
"Civil fia- bility for misstate- ments in prospectus. 1946 c. 38.
43,
40. (1) Subject to the provisions of this section. where a prospectus invites persons to subscribe for shares in or debentures of a company, the following persons shall be liable to pay compensation to all persons who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement included therein, that is to say-
(a) every person who is a director of the com- pany at the time of the issue of the prospectus:
(b) every person who has authorised himself to be named and is named in the prospectus as a director or as having agreed to become a director either immediately or after an interval of time:
(c) every person being a promoter of the com-
pany; and
(c) every person who has authorized the issue
of the prospectus:
Provided that whore, under section 380 of this Ordinance, the consent of a person is required to the issue of a prospectus and be has given that consent, he shall not by reason of his having given it be liable under this subsection as a person who has authorized the issue of the prospectus except in res- pect of an untrue statement purporting to be made by him as an expert.
(2) No person shall be liable under subsection (1) if he proves---
(4) that, having consented to become a director of the company, he withdrew his consent
Repeal and replacement of section 40.
No comments yet.
Private notes are available after approval.