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-
(a) any document by which the offer for purchase is made shall, for all purposes, be deemed to be a prospectus issued by the issuer; and
(b) all laws regulating the contents of prospectuses and providing for liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if persons accepting the offer in respect of any securities were subscribers therefor.
(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-
(a) an offer of the securities for purchase was made within such period as may be specified by the Commission under paragraph 44(1)(c) after the allotment or issue or agreement to allot or issue; or
(b) at the date when the offer was made, the whole consideration to be received by the issuer in respect of the securities had not been so received.
(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-
(a) the net amount of the consideration received or to be received by the issuer in respect of the securities to which the offer relates; and
(b) the place and time at which a copy of the contract under which the securities have been or are to be allotted or issued may be inspected.
(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-
(a) in the case of a corporation, be signed on behalf of the corporation by two directors of the corporation; and
(b) in the case of a firm, be signed by not less than half of the members of the firm,
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.