COMPANIES ACT, 1929 
729 
(i) before the issue, circulation or distribution of the 
prospectus in Great Britain 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 delivered for registration to the registrar 
of companies; 
(ii) the prospectus states on the face of it that the 
copy has been so delivered; 
(iii) the prospectus is dated; 
(iv) the prospectus otherwise complies with this Part 
of this Act; or’ 
to issue to any person in Great Britain a form of application 
for share-s in or debentures of such a company or intended 
company as aforesaid, unless the form is issued with a 
prospectus which complies with this Part of this Act: 
Provided that this provision shall not apply if it is shown 
that the form of application was issued in connection with 
a bona fide invitation to a person to enter into an under- 
writing agreement with respect to the shares or debentures. 
(2) This section shall not apply to the issue to existing members 
or debenture holders of a company of a prospectus or form of applica- 
tion relating to shares in or debentures of the company, whether an 
applicant for 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 a prospectus or form of application whether 
issued on or with reference to the formation of a company or subse- 
quently. 
(3) Where any document by which any shares in or debentures 
of a company incorporated outside Great Britain are offered for 
sale to the public would, if the company concerned had been a 
company within the meaning of this Act, have been deemed by virtue 
of section thirty-eight of this Act to be a prospectus issued by the 
company, that document shall be deemed to be, for the purposes of 
this section, a prospectus issued by the company. 
(4) An offer of shares or debentures for subscription or sale 
to any person whose ordinary business or part of whose ordinary 
business it is to buy or sell shares or debentures, whether as principal 
or agent, shall not be deemed an offer to the public for the purposes 
of this section. 
(5) Section thirty-seven of this Act shall extend to every 
prospectus to which this section applies. 
(6) Any person who is knowingly responsible for the issue, 
circulation or distribution of any prospectus, or for the issue of a 
form of application for shares or debentures, in contravention of the 
provisions of this section shall be liable to a fine not exceeding five 
hundred pounds. 
(7) In this and the next following section the expressions 
"“ prospectus,” ‘‘shares,” and ‘‘debentures’’ have the same meanings 
as when used in relation to a companv incorporated under this Act.