193569-1932-Supplementary-Bill-read-a-first-time--Companies — Page 127

Require-

ments as to prospectus.

19 & 20 Geo. 5, c. 23, 8. 355.

1388

329.-(1) In order to comply with this Part of this Ordinance a prospectus in addition to complying with the provisions of sub-paragraphs (ii) and (iii) of paragraph (a) of subsection (1) of the last foregoing

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 1 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, a 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) he proves that the non-compliance or contra- vention arose from an honest mistake of fact on his part; or