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(1)A private limited company (other than a company limited by guarantee and not having a share capital) commits an offence if it—
(a)offers to the public (whether for cash or otherwise) any shares in or debentures of the company; or
(b)allots or agrees to allot (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public (within the meaning given to that expression by sections 58 to 60).
(2)A company guilty of an offence under this section, and any officer of it who is in default, is liable to a fine.
(3)Nothing in this section affects the validity of any allotment or sale of shares or debentures, or of any agreement to allot or sell shares or debentures.
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