Companies. |Ch. 31. No. 1.

thereof containing the untrue statement, but does not
include any person by reason of his acting in a profes-
sional capacity for persons engaged in procuring the
formation of the company;

‘xpert includes engineer, valuer, accountant, and
any other person whose profession gives authority to a
statement made by him.

40. (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
prejudic > to the liability, if any, of the persons by whom the
olfer is made, in respect of mis-statements contained in the
document or otherwise in respect thereof,

(2) lor 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 six
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.

(3) Section 36 as applied by this section shall have
effect as though the persons making the offer were persons
named in a prospectus as directors of a company, and
section 37 as applied by this section shall have effect as if it

Document
containiny
olter of
shares or
debenture
for sale to
be deemed
prospectus.