Cap. 168 ст. 188Dating of prospectus and particulars to be contained therein.

(1) It shall not be lawful for any person to issue, circulate or distribute in Malta any prospectus offering for subscription shares in or debentures of a company registered or incorporated or to be registered or incorporated outside Malta, whether the company has or has not established, or when constituted will or will not establish, a place of business in Malta unless the prospectus is dated and -

(a) contains particulars with respect to the following matters:

(i) the instrument constituting or defining the constitution of the company;

(ii) the enactments, or provisions having the force of an enactment, by or under which the registration or incorporation of the company was effected;

(iii) an address in Malta where the said instrument, enactments or provisions, or copies thereof, and, if the same are not in the English or Maltese language, a certified translation thereof into either of such languages can be inspected;

(iv) the date on which and the country in which the company was registered or incorporated;

(v) whether the company has established a place of business in Malta, and, if so, the address of its II of that Schedule: Provided that the provisions of sub-paragraphs (i), (ii) and

(iii) of paragraph (a) of this sub-article shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business, and, in the application of Part I of the Second Schedule for the purposes of this sub-article, paragraph 2 thereof shall have effect with the substitution for the reference to the articles, of a reference to the constitution of the company.

(2) Any condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed by virtue of paragraph (a) or (b) of the foregoing sub-article, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.

(3) It shall not be lawful for any person to issue to any person in Malta a form of application for shares in or debentures of such a company or intended company as is mentioned in sub-article (1) unless the form is issued with a prospectus which complies with this Part and the issue whereof in Malta does not contravene the provisions of article 189: Provided that this sub-article shall not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.

(4) In the event of non-compliance with or contravention of any of the requirements imposed by sub-article (1) (a) and (b), a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention if the conditions under which a director or other person responsible for a prospectus is exempt from liability by article 84 are satisfied.

(5) This article shall not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but, subject as aforesaid, this article shall apply to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.

(6) Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of this article shall be liable to a fine not exceeding one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69). company has or has not established, or when formed will or will not establish, a place of business in Malta.