50
CAP. 32]
Criminal liability for misstatements in prospectus.
1948 c. 38, s. 44. (78 of 1972.) [*1.3.73.]
Document containing offer of shares or debentures for sale to be deemed prospectus.
1929 c. 23, s. 38.
Companies
[1984 Ed.
40A. (1) Where a prospectus issued after the commencement* of the Companies (Amendment) Ordinance 1972 includes any untrue statements, any person who authorized the issue of the prospectus shall be liable
(a) on conviction on indictment, to a fine of $50,000 and to imprisonment for 2 years; or
(b) on summary conviction, to a fine of $10,000 and to imprisonment for 6 months;
unless he proves either that the statement was immaterial or that he had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the statement was true.
(2) A person shall not be deemed for the purposes of this section to have authorized the issue of a prospectus by reason only of his having given the consent required by section 38C to the inclusion therein of a statement purporting to be made by him as an expert.
(Added, 78 of 1972, s. 8)
41. (1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.
(2) For the purposes of this Ordinance, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown-
(a) that an offer of the shares or debentures or of any of them for sale to the public was made within 6 months after the allotment or agreement to allot; or
(b) that at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received.
50
CAP. 32]
Criminal liability for misstatements in prospectus.
1948 c. 38, s. 44. (78 of 1972.) {*1.3.73.]
Document containing offer of shares or debentures for sale to be deemed prospectus.
1929 c. 23, s. 38.
Companies
[1984 Ed.
40A. (1) Where a prospectus issued after the commence- ment* of the Companies (Amendment) Ordinance 1972 includes any untrue statements, any person who authorized the issue of the prospectus shall be liable
(a) on conviction on indictment, to a fine of $50,000 and to
imprisonment for 2 years; or
(b) on summary conviction, to a fine of $10,000 and to
imprisonment for 6 months;
unless he proves either that the statement was immaterial or that he had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the statement was true.
(2) A person shall not be deemed for the purposes of this section to have authorized the issue of a prospectus by reason only of his having given the consent required by section 38C to the inclusion therein of a statement purporting to be made by him as an expert.
(Added, 78 of 1972, s. 8)
41. (1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospec- tuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.
(2) For the purposes of this Ordinance, it shall, unless the contrary is proved, be evidence that an allotment of, or an agree- ment to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown-
(a) that an offer of the shares or debentures or of any of them for sale to the public was made within 6 months after the allotment or agreement to allot; or
(b) that at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received.
No comments yet.
Private notes are available after approval.