193704-1932-Supplementary-Bill-read-a-second-time--Companies — Page 128

Restrictions

on offering of shares for sub- scription or sale.

19 & 20 Geo. 5, c. 23, s. 356.

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(c) the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused:

Provided that, in the event of failure to include in a prospectus a statement with respect to the matters contained in paragraph 15 of Part 1 of the Fourth Schedule to this Ordinance, no director or other per- son shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed,

(4) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Ordinance apart from this section.

330.-(1) It shall not be lawful for any person to go from house to house offering shares for subscription or purchase to the public or any member of the public.

In this subsection the expression "house" shall not include an office used for business purposes.

(2) Subject as hereinafter provided in this sub- section, it shall not be lawful to make an offer in writing to any member of the public (not being a person whose ordinary business or part of whose ordinary business it is to buy or sell shares, whether as principal or agent) of any shares for purchase, unless the offer is accompanied by a statement in writing (which must be signed by the person making the offer and dated) containing such particulars as are required by this section to be included therein and otherwise complying with the requirements of this section, or, in the case of shares in a company incor- porated outside the Colony, either by such a statement as aforesaid, or by such a prospectus as complies with this Part of this Ordinance;

Provided that the provisions of this subsection shall not apply-

(a) where the shares to which the offer relates are shares which are quoted on, or in respect of which permission to deal has been granted by, any recognised stock exchange in the Colony and the offer so states and specifies the stock exchange; or

(b) where the shares to which the offer relates are shares which a company has alloted or agreed to allot with a view to their being offered for sale to the public; or

(c) where the offer was made only to persons with whom the person making the offer has been in the habit of doing regular business in the purchase or sale of shares.

(3) The written statement aforesaid shall not con- tain any matter other than the particulars required by this section to be included therein, and shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith.

(4) The said statement shall contain particulars with respect to the following matters---

(a) whether the person making the offer is acting as principal or agent, and if as agent the name of his principal and an address in the Colony where that principal can be served with

process;

(b) the date on which and the country in which the company was incorporated and the address of its registered or principal office in the Colony;