Companies Act 1947

68 Interpretation of provisions relating to prospectuses, etc.

(1) In the principal Act and this Act, any reference to offering shares or debentures to the public shall, subject to any provision to the contrary contained therein, be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner, and references in the principal Act or this Act, or in a company's articles, to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be similarly construed.

(2) The foregoing subsection shall not be taken as requiring any offer or invitation to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving it, and in particular—

(a) a provision in a company's articles prohibiting invitations to the public to subscribe for shares or debentures shall not be taken as prohibiting the making to members or debenture holders of an invitation which can properly be regarded as aforesaid; and

(b) the provisions of the principal Act relating to private companies shall be construed accordingly.

(3) For the purpose of the provisions of the principal Act and this Act relating to prospectuses, a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included.

(4) For the purposes of the provisions of this Act relating to prospectuses—

(a) the expression " expert " has the same meaning as in section thirty-seven of the principal Act; and

(b) a statement shall be deemed to be included in a prospectus or statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.