Companies Act, 1973 (Act No. 61 of 1973)Chapter VI: Offering of Shares and ProspectusOffers to the public146. No offer for sale to the public without prospectus |
| 1) | No person shall make any offer to the public for the sale of any shares- |
| a) | which have been, or have been agreed to be, allotted by the company concerned with a view to all or any of them being offered to the public; or |
| b) | in respect of which it has been made known in any way at or about the time of, and in connection with, such offer, that the company concerned has applied or intends to apply for their listing by a stock exchange in the Republic or elsewhere, |
unless it is accompanied by a prospectus complying with the requirements of this Act and registered in the Companies Registration Office, and no person shall issue such a prospectus which has not been so registered.
| 2) | For the purposes of subsection (1) (a) it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares was made with a view of the shares being offered for sale to the public if it is shown that an offer for sale to the public in respect of such shares or any of them was made within eighteen months after the allotment or the agreement to allot. |
| 3) | Any person who contravenes any provision of subsection (1) and, if such a person is a company, any director or officer of such company who knowingly is a party to the contravention, shall be guilty of an offence. |