CAP. 32]
[s. 328 cont.]
Restrictions
on offering of shares for subscription
or sale.
19 & 20 Geo. 5,
c. 23, s. 356.
Companies.
(a) as regards any matter not disclosed, he proves that
he was not cognizant thereof; or
(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part;
or
(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 I of the Fourth Schedule, no director or other person 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.
[329
329. (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 subsection, 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 incorporated outside the Colony, either by such a statement as aforesaid, or by such a prospectus as complies with this Part: Provided that the provisions of this subsection shall not apply-
204
CAP. 32]
[s. 328 cont.]
Restrictions
on offering of shares for subscription
or sale.
19 & 20 Geo. 5,
c. 23, s. 356.
Companies.
(a) as regards any matter not disclosed, he proves that
he was not cognizant thereof; or
(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part;
or
(c) the non-compliance or contravention was in respect of matters which, in the opinion of the court deal- ing with the case, were immaterial or were other- wise 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 I of the Fourth Schedule, no director or other person 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. [329
329. (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 subsection, 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 state- ment 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 incorporated outside the Colony, either by such a statement as aforesaid, or by such a prospectus as complies with this Part: Provided that the provisions of this subsection shall not apply-
204
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