386 SECRETARIAL PRACTICE 
and to liability in respect of statements in and omissions from 
prospectuses, or otherwise relaing to prospectuses, shall apply and 
have effect accordingly, as if the shares or debentures had been 
offered to the public for subscription and as if persons accepting 
the offer in respect of any shares or debentures were subscribers 
for those shares or debentures, but without prejudice to the liability, 
if any, of the persons by whom the offer is made, in respect of mis- 
statements contained in the document or otherwise in respect 
thereof. 
(2) For the purposes of this Act, it shall, unless the contrary 
is proved, be evidence that an allotment of, or an agreement to allot, 
shares or debentures was made with a view to the shares or deben- 
tures being offered for sale to the public if it is shown— 
(a) that an offer of the shares or debentures or of any of them 
for sale to the public was made within six months after 
the allotment or agreement to allot; or 
that at the date when the offer was made the whole con- 
sideration to be received by the company in respect of the 
shares or debentures had not been so received. 
(3) Section thirty-four of this Act as applied by this section 
shall have effect as though the persons making the offer were persons 
named in a prospectus as directors of a company, and section 
thirty-five of this Act as applied by this section shall have effect 
as if it required a prospectus to state in addition to the matters 
required by that section to be stated in a prospectus— 
(a) the net amount of the consideration received or to be 
received by the company in respect of the shares or deben- 
tures to which the offer relates; and 
the place and time at which the contract under which the 
said shares or debentures have been or are to be allotted 
may be inspected. 
(4) Where a person making an offer to which this section 
relates is a company or a firm, it shall be sufficient if the document 
aforesaid is signed on behalf of the company or firm by two directors 
of the company or not less than half of the partners, as the case 
may be, and any such director or partner may sign by his agent 
authorised in writing. 
Allotment. 
Prohibition of 39.—(1) No allotment shall be made of any share capital of a 
allotment unless company offered to the public for subscription unless the amount 
scription stated in the prospectus as the minimum amount which, in the 
poceiveds opinion of the directors, must be raised by the issue of share capital 
in order to provide for the matters specified in paragraph 5 in Part I. 
of the Fourth Schedule to this Act has been subscribed, and the sum 
payable on application for the amount so stated has been paid 
to and received by the company. 
For the purposes of this subsection, a sum shall be deemed 
to have been paid to and received by the company if a cheque