COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 38 Matters to be stated and reports to be set out in prospectus.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 38

Matters to be stated and reports to be set out in prospectus.

38.(1) Subject to section thirty-nine, 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
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 sub-section (4) and section thirty-nine, 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 section.

If any person acts in contravention of this sub-section, he shall be liable to
a fine not exceeding five hundred pounds.

(4) Sub-section (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 sub-section (6), in the event of non-compliance 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 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 was otherwise
such as ought, in the opinion of that 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 with
respect 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 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 previously issued and for the time being [listed] on a prescribed
stock exchange;

(8) 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 38