ACT 498
SECURITIES COMMISSION ACT 1993

PART IV - ISSUES OF SECURITIES AND TAKE-OVERS AND MERGERS
DIVISION 3 - PROSPECTUS



Section 51. Document containing offer of securities for purchase deemed to be a prospectus.


(1) Subject to subsection (3) , where an issuer allots or issues or agrees to allot or issue to any person any securities with a view to all or any of them being offered for purchase-


(2) Nothing in subsection (1) shall prejudice the liability of the persons by whom the offer for purchase is made in respect of statements in, or omissions from, the document by which the offer for purchase is made or otherwise.

(3) Subsection (1) shall not apply in relation to an offer for purchase or an invitation to purchase securities if the offer or invitation is made in the ordinary course of trading on a stock market of a stock exchange.

(4) For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment or issue of, or an agreement to allot or issue, any securities was made with a view to the securities being offered for purchase if it is shown that-


(5) The requirements of this Division as to prospectuses shall have effect as though the persons making an offer to which this section relates were persons named in a prospectus as directors of the issuer.

(6) In addition to complying with the other requirements of this Division, the document by which the offer for purchase is made shall state-


(7) Where an offer to which this section relates is made by a corporation or a firm, the document by which the offer for purchase is made shall-


and any such director or member may authorize his agent in writing to sign on his behalf.

(8) For the purpose of this section, an invitation to make an offer to purchase securities shall be deemed to constitute an offer of the securities for purchase, and a person who makes an offer pursuant to such an invitation shall be deemed to be a person who accepted an offer of the securities for purchase that is so deemed to be constituted by the invitation.

(9) The provisions of this section shall not apply to an offer for purchase which is an excluded offer, an excluded invitation or an excluded issue.
[Ins. Act A1074:s.9]


Copyright © 2006 PNMB-LawNet. All rights reserved.