COMPANIES ACT - 1963 (ACT 179)

    Section - 275 - Prospectus on Invitations to the Public to Acquire or Dispose of Securities

    (1) Notwithstanding section 265 of this Code it shall be lawful to make an invitation to the public to acquire or dispose of any shares or debentures of a public company if,

    (a) within six months prior to the making of the invitation there has been delivered to the Registrar and registered by him in accordance with section 279 of this Code a prospectus relating to such shares or debentures complying in all respects with the relevant provisions of sections 276 to 278 of this Code; and

    (b) except as provided in subsection (2) of this section, every person to whom the invitation is made is supplied with a true copy of such prospectus at the time when the invitation is first made to him; and

    (c) every copy of the prospectus states on its face that it has been registered by the Registrar and the date of registration.

    (2) Paragraph (b) of the foregoing subsection shall not apply to an invitation made by or through a member of an approved stock exchange to a client of that member or to an invitation made by or through an exempted dealer or to an invitation made by a summary complying with subsection (3) of this section. [As amended by the Companies Code (Amendment) Act 1994 (Act 474) s. 4(a)].

    (3) It shall be lawful to publish by newspaper advertisement or otherwise a summary of the contents of a prospectus, duly registered in accordance with section 279 of this Code, so long as the summary

    (a) does not contain any form of application for any shares or debentures which has not been approved by the Registrar or, in respect of shares or debentures dealt in or to be dealt in upon an approved stock exchange by such stock exchange;

    (b) states with reasonable prominence where copies of the full prospectus may be obtained and the fact that it has been registered and the date of registration;

    (c) is in terms previously approved by the registrar, or, where the shares or debentures concerned are dealt in upon an approved stock exchange or where the prospectus or summary states that application is to be made to an approved stock exchange for permission to deal thereon in such shares or debentures, is in terms previously approved by such stock exchange. [As substituted by the Companies Code (Amendment) Act, 1994 (Act 474) s. 4(b)].