INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 3

Prospectuses

Interpretation

178. (1) In this Division—

“company” includes any association of persons seeking to be registered as a company;

“competent regulatory authority” means any authority appointed by the Minister by notice in the Gazette to approve the offering of shares or debentures to the public;

“expert” includes an engineer, valuer, accountant and any other professional whose profession gives authority to a statement made by him;

“promoter” means a promoter who was a party to the preparation of the prospectus but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company;

“share” includes debentures, units or sub-units of a unit trust or a warrant conferring an option to acquire shares.

(2) An offer or invitation is not to be treated as made to the public if it is an offer to existing holders of shares in the company of the same class as the shares comprised in the offer without any right of renunciation.

Publication of prospectus

179.    (1) Subject to the provisions of any other enactment, a company must not offer shares to the public unless prior to the offer—

(a)  it publishes in writing a prospectus that complies with sections 181 and 182 signed by or on behalf of each director of the company; and

(b)  files a copy of the prospectus with the Registrar. (2) A company that contravenes subsection (1) commits an offence.

Certificate of attorney

180.    The Registrar shall not accept for filing a copy of a prospectus unless it is accompanied by a certificate signed by an attorney-at-law certifying that it contains the particulars required by section 181(1) or that an appointed stock exchange or competent regulatory authority has approved it as a basis for offering shares to the public.

Contents of prospectus

181.    (1) A prospectus shall contain the following information—

(a)  the names, descriptions and addresses of the promoters, officers or proposed officers;

(b)  the business or proposed business of the company;

(c)  the minimum subscription that, in the opinion of the promoters, directors or provisional directors must be issued as provided in section 182;

(d)  any rights or restrictions on the shares that are being offered;

(e)  all commissions payable on the sale of the shares referred to in the prospectus and the net amount receivable by the company in respect of the sale;

(f)   the name and address of any person who owns 5% or more of the shares of the company;

(g)  any shareholding in the company of an officer of the company; (h) a report by the auditor of the company; and

(i) the date and time of the opening and closing subscription lists.

(2) Subsection (1) does not apply where an appointed stock exchange or competent regulatory authority has approved a prospectus as the basis for offering shares to the public.

Minimum subscription

182.    A prospectus must contain the following particulars—

(a)  the minimum subscription that must be raised by the issue of shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters—

(i) the purchase price of any assets purchased or to be purchased that is to be defrayed in whole or in part out of the proceeds of the issue,

(ii) any preliminary expenses payable by the company and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company, and

(iii) the repayment of any money borrowed by the company in respect of any of the matters specified in subparagraph (ii);

(b)  the amounts to be provided in respect of the matters otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.

Continuous offering of shares

183.    (1) Where any company continuously over a period offers shares to the public—

(a)  every 12 months from the date of the last issue it shall issue a new prospectus that complies with the provisions of section 181; and

(b)  whenever any of the particulars in a prospectus issued by such a company ceases in a material respect to be accurate it shall give reasonable public notice of the change of the particulars.

(2) A company that contravenes subsection (1) commits an offence.

Civil liability for misstatements

184.    (1) Where a prospectus invites persons to subscribe for shares in a company, the following persons shall be liable to pay compensation to all persons who subscribe for any shares on the faith of the prospectus or for the loss or damage they may have sustained by reason of any untrue statement included in it—

(a) every person who is an officer of the company at the time of the issue of the prospectus;

(b)  every person who has authorised himself to be named and is named in the prospectus as an officer or as having agreed to become an officer immediately or after an interval of time;

(c)  every person being a promoter of the company; and

(d)  every person who has authorised the issue to the public of the prospectus.

(2)  No person is liable under subsection (1) if he proves—

(a)  that, having consented to become an officer of the company, he withdrew his consent before the issue of the prospectus and that it was issued without his authority or consent;

(b)  that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent;

(c)  that, after the issue of the prospectus and before allotment under it, he on becoming aware of any untrue statement in it, withdrew his consent to it and gave reasonable public notice of the withdrawal and of the reason for it; or

(d)  that—

(i) as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable grounds to believe, and did up to the time of the allotment of shares believe, that the statement was true,

(ii) as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement or was a correct and fair copy of or extract from the report or valuation, and he had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and had not withdrawn or altered it, and

(iii) as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document.

(3)  Where the prospectus contains—

(a)  the name of a person as an officer of the company or as having agreed to become an officer of the company, and he has not consented to become an officer, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to the issue of it; or

(b)  a statement by an expert or what purports to be a copy of or extract from a report or valuation of any expert that the expert has withdrawn or altered;

the officer of the company, and any other person who authorised the issue of it shall be liable to indemnify the person named or whose consent was required, as the case may be, against all damages, costs and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or of the inclusion in it of a statement purporting to be made by him as an expert, as the case may be, or in defending himself against any action or legal proceeding brought against him in respect of it.

(4) For the purposes of subsection (3), a person is deemed not to have authorised the issue of a prospectus by reason only of the inclusion in it of a statement purporting to be made by him as an expert.

Liability of experts

185.    A person referred to as an expert in a prospectus is not liable under section 184 if any untrue statement was not made by him or that as regards any untrue statement made by him, he was competent to make the statement and had reasonable grounds to believe and did believe up to the date of the issue of the prospectus that it was true or, on becoming aware that the statement was untrue before the issue of the prospectus, he had given reasonable public notice of his disassociation from the prospectus and the reasons therefor.

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