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withdrawn his consent before the issue of the prospectus, and has 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.