COMPANIES ACT 1963 – SECT 45 Exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses.
( a ) it is proposed to offer any shares in or debentures of a company to the public by a prospectus issued generally (that is, issued to persons who are not existing members or debenture holders of the company); and
( b ) application is made to a recognised stock exchange for permission for those shares or debentures to be dealt in or quoted on that stock exchange;
there may, on the request of the applicant, be given by or on behalf of that stock exchange a certificate of exemption, that is, a certificate that, having regard to the proposals (as stated in the request) as to the size and other circumstances of the issue of shares or debentures and as to any limitations on the number and class of persons to whom the offer is to be made, compliance with the requirements of the Third Schedule would be unduly burdensome.
(2) If a certificate of exemption is given, and if the proposals aforesaid are adhered to and the particulars and information required to be published in connection with the application for permission made to the stock exchange are so published, then—
( a ) a prospectus giving the particulars and information aforesaid in the form in which they are so required to be published shall be deemed to comply with the requirements of the Third Schedule;
( b ) subject to paragraph (c), section 44 shall not apply to any issue, after the permission applied for is granted, of a prospectus relating to the shares or debentures; and
( c ) subsection (3) of section 44 shall apply to any issue, after the permission applied for is granted, of a form of application relating to the shares or debentures as if the reference to a prospectus were a reference to a prospectus giving the particulars and information aforesaid in the form in which they are so required to be published.