COMPANIES ACT - 1963 (ACT 179)

    Section - 291 - Criminal Liability for Mis-statements

    (1) Where a prospectus, advertisement or circular published in relation to any invitation to the public to acquire or dispose of any shares or debentures of a company or to deposit money with a company,

    (a) contains any untrue statement, or

    (b) omits truthfully to state any of the matters which, under the foregoing sections of this Part of this Code, it is required to state,

    any person who authorised the publication of the prospectus, advertisement or circular shall be liable on conviction to imprisonment for a term not exceeding two years or a fine not exceeding one thousand pounds or both, or in the case of a body corporate to a fine not exceeding one thousand pounds, unless he proves, either that the untrue or omitted statement was immaterial or that he had reasonable grounds to believe and did believe, up to the time of publication of the prospectus, that the statement was true.

    (2) For the purposes of this section a person shall not be deemed to have authorised the publication of a prospectus by reason only of his having given the consent required by section 278 of this Code and the Register shall not be deemed to have authorised the publication of an advertisement or circular by reason of his having given the consent referred to in section 289 of this Code.