Cap. 386 Art. 95Document containing offer of shares or debentures for sale to be deemed prospectus.

(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus and all the rules relating to prospectuses shall apply and have effect accordingly.

(2) It shall be presumed, unless the contrary is proved, that the allotment or agreement to allot was made with a view to the shares or debentures being offered for sale to the public if it is shown -

(a) that an offer for sale to the public was made within six months after the allotment; or agreement to allot; or

(b) that at the date when the offer was made the whole consideration to be received by the public company in respect of the shares or debentures had not been so received.

(3) The provisions of article 93 as applied by this article shall have effect -

(a) as if that article further required a prospectus to have attached thereto a copy of any contract under which the said shares or debentures have been or are to be allotted or, in the case of a contract not reduced in writing, a memorandum giving full particulars thereof; and

(b) as though the persons making the offer were persons named in the prospectus as directors of a company.