Companies. |Gh. 31. No. 4.

(5) If a prospectus is issued without a copy thereof
being so delivered, the company, and every person who is
knowingly a party to the issue of the prospectus, shall be
liable to a fine of twenty-five dollars for every day from the
date of the issue of the prospectus until a copy thereof is so
delivered,

37. (1) Every prospectus issued by or on behalf of:
company, or by or on behalf of any person who is or has
been engaged or interested in the formation of the company,
must state the matters specified in Part [of the Fourth
Schedule to this Ordinance and set out the reports specified
in Part Tl. of that Schedule, and the caid) Parts To and F.
shall have effect subject: to the provisions contained: in
Part TEL. 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, docume nt, or matter not
specifically referred to in the prospe :tus, shall be void.

(3) It shall not be lawful to issue any form of appli-
cation 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 subse:tion shall not apply if it is
shown that the form of application was issued cither

(a) in connection with a bona fide invitation to a

person to enter into an underwriting agreement with
Tespect to the shares or debentures; or
(6) 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 two thousand
five hundred dollars,

(4) In the event of non-compliance with or contra-
vention 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 contra-
vention, if

(a) as regards any matter not disclosed, he proves

that he was not cognisant thereof,

23 (2)

, Specific re-
quirements
as to par-
ticulars in
prospectus.