1950_COMPANIES_ORDINANCE — Page 21

Companies.

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Parts I and II shall have effect subject to the provisions contained in Part III of the said Schedule.

(2) A condition requiring or binding an applicant for shares in or debentures of a company 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) It shall not be lawful to issue any form of applica- tion for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section: Provided that this subsection shall not apply if it is shown that the form of application was issued either-

(a) in connexion with a bona fide invitation to a person

to enter into

into an underwriting agreement with respect to the shares or debentures; or

(b) in relation to shares or debentures which were not

offered to the public.

If any person acts in contravention of the provisions of this subsection, he shall be liable to a fine of five thousand dollars.

(4) In the event of non-compliance with or contraven- tion 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 contraven- tion, 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 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 was 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 specified in paragraph 15 of Part I of the Fourth Schedule, no Fourth director or other person shall incur any liability in respect Schedule. of the failure unless it be proved that he had knowledge of the matters not disclosed.

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