Companies Act 1947

61 Facts to be stated in prospectus to which s. 35 of principal Act applies.

(1) The matters required by section thirty-five of the principal Act together with Part I of the Fourth Schedule thereto to be stated in any prospectus issued generally shall not include the contents of the company's memorandum or the other particulars specified in paragraph 1 of the said Part I, but shall include—

(a) the time of the opening of the subscription lists;

(b) the number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option, that is to say—

(i) the period during which it is exercisable;

(ii) the price to be paid for shares or debentures subscribed for under if;

(iii) the consideration (if any) given or to be given for it or for the right to it;

(iv) the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures;

and references in this paragraph to subscribing for shares or debentures shall include acquiring them from a person to whom they have been allotted or " agreed to be allotted with a view to his offering them for sale;

(c) as respects any such property purchased or acquired, or proposed to be purchased or acquired, by the company as is mentioned in paragraph 8 of the said Part I, short particulars of any transaction relating to that property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect;

(d) the amount or estimated amount of the expenses of the issue and the persons by whom any preliminary expenses stated in pursuance of paragraph ii of the said Part I or any expenses of the issue stated in pursuance of this paragraph have been paid or are payable;

(e) any benefit given within the two preceding years or intended to be given to any promoter and not required to be stated by paragraph 12 of the said Part I, and the consideration for the giving of any such benefit;

(f) the general nature of all contracts required to be stated by paragraph 13 of the said Part I.

(2) The said paragraph 8 shall not apply to any property if—

(a) the contract for its purchase or acquisition was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or

(b) the amount of the purchase money is not material;

and in paragraph 9 of Part I of the said Fourth Schedule the expression " any such property as aforesaid " shall be construed accordingly.

(3) The requirements of the said paragraph 13 as to the inspection of the contracts referred to in that paragraph shall cease to have effect.

(4) In paragraph (c) of subsection (1) of this section, the expression " vendor " in relation to any property has the same meaning as it has in relation thereto in the said paragraph 8 by virtue of paragraphs 2, 3 and 4 of Part III of the said Fourth Schedule; but the operation of the said paragraph (c) shall not be limited by paragraph of the said Part III (which excludes, in the case of a prospectus issued more than two years after the company is entitled to commence business, the operation of the provisions of that Schedule relating, among other things, to the interest of directors).