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.