COMPANIES ACT 1963 – SECT 44 Matters to be stated and reports to be set out in Prospectus.

44.—(1) Subject to the provisions of section 45, every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must state the matters specified in Part I of the Third Schedule, and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.

(2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus shall be void.

(3) Subject to subsection (4) and section 45, it shall not be lawful to issue any form of application for shares in or debentures of a company, unless the form is issued with a prospectus which complies with the requirements of this Part and the issue of which does not contravene the provisions of section 46.

(4) Subsection (3) shall not apply if it is shown that the form of application was issued either—

( a ) in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or

( b ) in relation to shares or debentures which were not offered to the public.

(5) Subject to subsection (6), in the event of noncompliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the noncompliance or contravention, if—

( a ) as regards any matter not disclosed, he proves that he did not know it; or

( b ) he proves that the noncompliance or contravention arose from an honest mistake of fact on his part; or

( c ) the noncompliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought in the opinion of the court, having regard to all the circumstances of the case, reasonably to be excused.

(6) In the event of failure to include in a prospectus a statement relating to the matters specified in paragraph 16 of the Third Schedule, no director or other person shall incur any liability in respect of the failure, unless it be proved that he had knowledge of the matters not disclosed.

(7) This section shall not apply—

( a ) 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 the shares or debentures will or will not have the right to renounce in favour of other persons; or

( b ) to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures issued within the preceding 2 years and, for the time being, dealt in or quoted on a recognised stock exchange;

but, subject as aforesaid, this section shall apply to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently.

(8) If any person acts in contravention of subsections (1) or (3) he shall be liable to a fine not exceeding £100.

(9) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section.