COMPANIES ACT,

TG72

an expert, it fairly represented the statement, or was a

correct and fair copy of or extract from the report or
valuation; and

\¢) as regards every untrue statement purporting to

Je a statement made by an official person or contained

in what purports to be a copy of or extract from a public

official document, it was a correct and fair representation

of the statement or copy of or extract from the document:

Provided that a person shall be liable to pay compensation

as aforesaid if it is proved that he had no reasonable ground to

believe that the person making any such statement, report or

valuation as is mentioned in paragraph (iv) (b) of this subsection
was competent to make it.
(2) Where the prospectus contains the name of a person as
a director of the company, or as having agreed to become a director
thereof, and he has not consented to become a director, or has
withdrawn his consent before the issue of the prospectus, and has
not authorised or consented to the issue thereof, the directors of
the company, except any without whose knowledge or consent
the prospectus was issued, and any other person who authorised
the issue thereof, shall be liable to indemnify the person named
as aforesaid against all damages, costs, and expenses to which
he may be made liable by reason of his name having been inserted
in the prospectus, or in defending himself against any action or
legal proceedings brought against him in respect thereof.

(3) Every person who, by reason of his being a director or
named as a director or as having agreed to become a director, or
of his having authorised the issue of the prospectus, becomes liable
to make any payment under this section may recover contribution,
as in cases of contract, from any other person who, if sued separately,
would have been liable to make the same payment, unless the person
who has become so liable was, and that other person was not,
guilty of fraudulent misrepresentation.

(4) For the purposes of this section—

The expression “promoter” means a promoter who was a
party to the preparation of the prospectus, or of the
portion thereof containing the untrue statement, but
does not include any person by reason of his acting in a
professional capacity for persons engaged in procuring
the formation of the company:
expression “‘expert’’ includes engineer, valuer, account-
ant, and any other person whose profession gives autho-
ritv to a statement made bv him.
38.—(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 docu-
ment 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

Document con-
aining offer of
shares or deben-
ures for sale to
be deemed
prospectus.