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SECRETARIAL PRACTICE
agent) of any shares for purchase, unless the offer is accom-
panied by a statement in writing (which must be signed by the
person making the offer and dated) containing such par-
ticulars as are required’ by sub-section 4 of the section, ‘to be
included therein and otherwise complying with the require-
ments of this section, or, in the case of shares in a company
incorporated outside Great Britain, either by such a state-
ment as aforesaid or by a prospectus complying with ss. 354
and 355.

The language of s. 356 (2) seems wide enough to cover offers
to members of the public even though made to the public
generally and accompanied by application forms, notwith-
standing that if the offer is accompanied by an application
form it would appear to be necessary also to issue therewith
a prospectus. See ss. 35 (3) and 354 (I).

The expression ‘shares’ in this section means the shares of
any company, whether a company within the meaning of the
Act or not, and includes debentures and units [s. 356 (7)].
Accordingly shares and debentures of any company, wherever
or however, incorporated, are within the ambit of the section.

The written statement must not contain any matter other
than the particulars required by sub-section 4 of the section
and must be in characters at least as large and legible as any
included in the offer or in any document sent therewith. In
this section the word ‘public’ is given a wide meaning, for it is
expressly provided that ‘a person shall not in relation to a
company be regarded as not being a member of the public by
reason only that he is a holder of shares in the company or
a purchaser of goods from the company.” The section affords
no guide as to what will prevent a person being regarded as a
member of the public. See p. 44.

The exceptions referred to in s. 356 (2) are (1) where the
shares to which the offer relates are shares which are quoted on,
or in respect of which permission to deal has been granted
by any recognised stock exchange in Great Britain and the
offer so states and specifies the stock exchange, (2) where the
shares to which the offer relates are shares which a company
has allotted or agreed to allot with a view to their being offered
for sale to the public, (3) where the offer was made only to
persons with whom the person making the offer has been
in the habit of doing regular business in the purchase or sale
of shares. The Act does not define ‘regular business,” but
obviously one or two isolated transactions would not amount
to regular business.

An offer for sale of shares within the second exception,
though exempt from s. 356 will be within the ambit either of