Companies Act, 1973 (Act No. 61 of 1973)Chapter VI: Offering of Shares and ProspectusInterpretation142. Definitions |
| 1) | In this Chapter, unless the context otherwise indicates:- |
"company" includes an external company;
"expert" means a geologist, engineer, architect, quantity surveyor, valuer, accountant, auditor, or any person holding himself out to be such and any other person who professes to have extensive knowledge or experience or to exercise special skill which gives or implies authority to a statement made by him;
"issued generally"
[Definition of "issued generally" deleted by section 5 (a) of Act No. 64 of 1977.]
"letter of allocation" means any document conferring a right to subscribe for shares in terms of a rights offer,
"offer" in relation to shares, means an offer made in any way, including by provisional allotment or allocation, for the subscription for or sale of any shares, and includes an invitation to subscribe for or purchase any shares;
"offer to the public" and any reference to offering shares to the public mean any offer to the public and include an offer of shares to any section of the public, whether selected as members or debenture-holders of the company concerned or as clients of the person issuing the prospectus concerned or in any other manner,
"promoter" in relation to civil and criminal liability in respect of an untrue statement in a prospectus, means a person who was a party to the preparation of the prospectus or of the portion thereof containing the untrue statement 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 or preparing the said prospectus;
"rights offer" means an offer for subscription, with a right to renounce in favour of other persons, to those members or debenture holders of a company who are not excluded from such offer under subsection (2), for any shares (as defined in relation to an offer of shares for subscription or sale in section 1 (1)) of that company or any other company, where a stock exchange within the Republic or a stock exchange recognized by the Minister for the purposes of this definition by notice in the Gazette, has granted or has agreed to grant a listing for the shares which are the subject of the offer;
"untrue statement" in relation to a prospectus or portion thereof, includes-
| a) | a statement which is misleading in the form and context in which it is included therein and a statement shall be deemed to be included in a prospectus if it is contained in any report or memorandum which appears on the face of the prospectus or which is by reference incorporated therein or is attached to or accompanies the prospectus on registration; and |
| b) | an omission from a prospectus of any matter, whether such matter is required to be included therein by this Act or not, where such omission is calculated to mislead, and such prospectus shall be deemed in respect of such omission to be a prospectus in which an untrue statement is included. |
| 2) |
| a) | Notwithstanding anything contained in the articles of a company, the company may, with the written approval of the Registrar and subject to such conditions as he may determine, exclude any category of members or debenture holders of the company not resident within the Republic from any rights offer. |
| b) | An application for a written approval referred to in paragraph (a) shall be accompanied by the prescribed fee. |