510

Provisions
with respect
to prospec
tuses of
foreign
companic.
inviting
subseriptious
for shares or
offering
shares for
vale.

Ch. 31. No. 1.| ( ompantes.

PART Nl

RESTRICTIONS ON SALL OF SHARES AND OFFERS OF SHARES
FOR SALE.

308. (1) It shall not be lawful for any person—

(a) to issue, circulate or distribute in the Colony any
prospectus offering for subscription shares in- or
debentures of a company incorporated or to be incor-
porated outside the Colony, whether the company has
or has not established, or when formed will or will not
stablish, a place of business in the Colony, unless—

(i) before the issue, circulation or distribution of
the prospectus in the Colony a copy thereof,
certified by the chairman and two other directors
of the company as having been approved by
resolution of the managing body, has been de-
livered for registration to the Registrar ;

(i) the prospectus states on the face of it that
the copy has been so delivered ;

(ii) the prospectus is dated;

(iv) the prospectus otherwise complies with this
Part of this Ordinance; or

(6) to issue to any person in the Colony a form of
application for shares in or debentures of such a com-
pany or intended company as aforesaid, unless the
form is issued with a prospectus which complies with
this Part of this Ordinance:

Provided that this provision shall not apply if it is
shown that the form of application was issued in
connection with a bond fide invitation to a person to
enter into an underwriting agreement with respect
to the shares or debenture.

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