350

Restriction
on alteration
of terms
menttoned in
prospectus
or statement
wn hei oF
prespecty.

Ch. 31. No. 1.| Companies.

(b) he proves that the non-compliance or contra-

vention arose from an honest mistake of fact on his
part, or

(c) the non-comphance 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 T. of the Fourth Schedule to this
Ordinance, 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.

(5) This section shall not apply to the issue to existing
members or debenture holders of a company of a prospectus
er form of application relating to shares in or debentures of
the company, whether an applicant tor shares or debentures
will or will not have the right to renounce in favour of other
persons, but subject as aforesaid, this section shall apply
to prospectus or a form of application whether issued
on or with reference to the formation of a company or
subsequently

(6) Nothing in this section shall limit or diminish
any lability whic ‘h any person may incur under the general
law or this Ordinance apart from this section,

38. (1) .\ company limited by share. or a company
limited by guarantee and having a share capital shall not
previously to the statutory mecting vary the terms of a
contract referred to in the prospectus, or statement in lieu
of prospectus, ‘xcept subject to the approval of the
statutory meeting.

(2) This section shall not apply to a private company

39. (1) Where a prospectus invites persons to subscribe
for shares in or debentures of a company—
(a) every person who is a director of the company at
the tine of the issue of the prospectus, and