COMPANIES ACT, 1q02a

7,4

(3) In the event of non-compliance with or contravention of
any of the requirements of this section, a director or other person
responsible for the prospectus shall not incur any liability by reason
of the non-compliance or contravention, if—
(a) as regards any matter not diclosed, he proves that he was
not cognisant thereof; or
(b) he proves that the non-compliance or contravention arose
from an honest mistake of fact on his part; or
the non-compliance or contravention was in respect of
matters which, in the opinion of the court dealing with the
case, were immaterial or were otherwise such as ought,
in the opinion of that court, having regard to all the circumstances
 of the case, reasonably to be excused:

Provided that, in the event of failure to include in a prospectus
a statement with respect to the matters contained in paragraph 15
of Part I of the Fourth Schedule to this Act, no director or other
person shall incur any liability in respect of the failure unless it be
proved that he had knowledge of the matters not disclosed.
(4) Nothing in this section shall limit or diminish any liability
which any person may incur under the general law or this Act. apart
from this section

356.—(1) It shall not be lawful for any person to go from house Restrictions on
to house offering shares for subscription or purchase to the public ofiering of shares
. or subscription
or any member of the public. or sale
In this subsection the expression ‘“ house’ shall not include an
office used for business purposes.
(2) Subject as hereinafter provided in this subsection, it shall
not be lawful to make an offer in writing to any member of the public
(not being a person whose ordinary business or part of whose ordinary
business it is to buy or sell shares, whether as principal or agent) of
any shares for purchase, unless the offer is accompanied by a statement
 in writing (which must be signed by the person making the
offer and dated) containing such particulars as are required by this
section to be included therein and otherwise complying with the
requirements of this section, or, in the case of shares in a company
incorporated outside Great Britain, either by such a statement as
aforesaid, or by such a prospectus as complies with this Part of this
Act:
Provided that the provisions of this subsection shall not apply—
fa) 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; or
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: or

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