1964_COMPANIES_ORDINANCE — Page 310

52

CAP. 32]

Prohibition of allotment in certain cases unless statement in lieu of

prospectus delivered to Registrar.

1948 c. 38, s. 48.

Fourth Schedule.

Companies

[1984 Ed.

(4) If the conditions aforesaid have not been complied with on the expiration of 30 days after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest, and, if any such money is not so repaid within 38 days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of 8 per cent per annum from the expiration of the 38th day:

Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any miscon- duct or negligence on his part. (Replaced, 78 of 1972, s. 11)

(5) Any condition requiring or binding any applicant for shares to waive compliance with any requirement of this section. shall be void.

(6) This section, except subsection (3), shall not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription.

43. (1) A company having a share capital which does not issue a prospectus on its formation, or which has issued such a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares or debentures unless at least 3 days before the first allotment of either shares or debentures there has been delivered to the Registrar for registration a statement in lieu of prospectus signed by every person who is named therein as a director or a proposed director of the company or by his agent authorized in writing, in the form and containing the particulars set out in Part I of the Fourth Schedule and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.

(2) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any such report as aforesaid have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in para- graph 5 of the said Fourth Schedule, have endorsed thereon or attached thereto a written statement signed by those person setting out the adjustments and giving the reasons therefor.

(3) This section shall not apply to a private company. (4) If a company acts in contravention of subsection (1) or (2), the company and every director of the company who knowingly and wilfully authorizes or permits the contravention shall be liable to a fine of $2,000-

(5) Where a statement in lieu of prospectus delivered to the Registrar under subsection (1) includes any untrue statement, any person who authorized the delivery of the statement in lieu of prospectus for registration shall be liable

(a) on conviction on indictment, to a fine of $50,000 and to

imprisonment for 2 years; or

:)

Page 310Page 311

1984 Ed.]

Companies