PART VTransfer of Undertaking of British Telecommunications
Miscellaneous and supplemental
70Application of law in relation to offer of shares or debentures of the successor company
1
This section applies where the Secretary of State or a nominee of his offers for sale to the public shares or debentures of the successor company at a time when that company is wholly owned by the Crown; and in this section " full prospectus " means a prospectus which complies, or is deemed to comply, with the requirements of Schedule 4 to the [1948 c. 38.] Companies Act 1948 (matters to be specified in prospectus and reports to be set out therein).
2
If the shares or debentures are offered by a full prospectus as respects which the conditions mentioned in subsection (3) below are fulfilled (in this section referred to as " the offer prospectus "), any form of application for the shares or debentures may (instead of being issued with a full prospectus) be issued with a notice given by the Secretary of State which includes—
a
a brief description of the shares or debentures offered, the terms of the offer, the successor company's business and its financial position ;
b
an indication of the places in the United Kingdom where copies of the offer prospectus are to be available for inspection by members of the public; and
c
a statement of the effect of subsections (4) and (5) below.
3
The said conditions are—
a
that a copy of the prospectus has been delivered to the registrar of companies in pursuance of section 41 of the said Act of 1948 ; and
b
that arrangements have been made with a view to securing—
i
that on or before the date of receipt of the form of application by a member of the public a copy of the prospectus is published in not less than four national newspapers ; and
ii
that on that date copies of the prospectus are generally available in the United Kingdom for inspection by members of the public.
4
Where a form of application is issued without a full prospectus but with a notice given by the Secretary of State under subsection (2) above, then, for the purposes of any enactment or any rule of law—
a
the notice shall be taken to have incorporated the offer prospectus; and
b
any application for the shares or debentures which is made in pursuance of the notice shall be taken to have been made in pursuance of that prospectus.
5
Where a form of application is issued without a full prospectus, neither the form of application nor any document which is issued with it shall be regarded—
a
as a prospectus for the purposes of sections 37 to 46 of the said Act of 1948 (prospectus requirements); or
b
as a circular for the purposes of section 14 of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958 or section 13 of the [1940 c. 9 (N.I.).] Prevention of Fraud (Investments) Act (Northern Ireland) 1940 (circulars relating to investments),
but only, where the form of application is issued without a notice given by the Secretary of State under subsection (2) above, for the purpose of determining the liability of persons other than the Secretary of State.