COMPANIES ACT (NORTHERN IRELAND) 1960

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 365



365.(1) Subject to sub-section (2), it shall not be lawful for any person to
issue, circulate or distribute in Northern Ireland any prospectus offering for
subscription shares in or debentures of a company incorporated or to be
incorporated outside the United Kingdom, whether the company has or has not
established, or when formed will or will not establish, a place of business in
Great Britain or Northern Ireland 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 incorporation of the company was effected;

<(iii)an address in Great Britain or Northern Ireland where the said instrument, enactments or provisions, or copies thereof, and if the same are in a foreign language a translation thereof certified in the prescribed manner, can be inspected;


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


(v)whether the company has established a place of business in Great Britain or
Northern Ireland, and, if so, the address of its principal office in Great
Britain or Northern Ireland;

(b)subject to the provisions of this section, states the matters specified in
Part I of the Third Schedule and sets out the reports specified in Part II of
that Schedule, subject always to the provisions contained in Part III of that
Schedule.

(2) Sub-paragraphs (i), (ii) and (iii) of paragraph (a) of sub-section (1)
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 Third Schedule for the purposes of sub-section
(1), paragraph 2 thereof shall have effect with the substitution, for the
reference to the articles, of a reference to the constitution of the company.

(3) Any condition requiring or binding an applicant for shares or debentures
to waive compliance with any requirement imposed by virtue of paragraph (a) or
paragraph (b) of sub-section (1), or purporting to affect him with notice of
any contract, document or matter not specifically referred to in the
prospectus shall be void.

(4) Subject to sub-section (5), it shall not be lawful for any person to issue
to any person in Northern Ireland a form of application for shares in or
debentures of such a company or intended company as is mentioned in
sub-section (1) unless the form is issued with a prospectus which complies
with this Part and the issue whereof in Northern Ireland does not contravene
the provisions of section three hundred and sixty-seven.

(5) Sub-section (4) 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.

(6) Subject to sub-section (7), in the event of non-compliance with or
contravention of any of the requirements imposed by paragraphs (a) and (b) of
sub-section (1), a director or other person responsible for the prospectus
shall not incur any liability by reason of the non-compliance or
contravention, if

(a)as regards any matter not disclosed, he proves that he was not cognisant
thereof; or

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

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

(7) In the event of failure to include in a prospectus a statement with
respect to the matters contained 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.

(8) This section

(a)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; and

(b)except in so far as it requires a prospectus to be dated, shall not apply
to the issue of a prospectus relating to shares or debentures which are or are
to be in all respects uniform with shares or debentures previously issued and
for the time being [listed] on a prescribed stock exchange;

(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.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 365