Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 99

99. (1) In this section-

''notice'' includes a circular and an advertisement but does not include a
registered prospectus or a report, statement, notice, circular or
advertisement the publication of which is permitted under section 100;

''publish'' includes issue;

''registered prospectus'' includes a prospectus registered under the
corresponding law of a participating State or of a participating Territory.

(2) A reference in this section to the publishing of a notice is a reference
to the publishing of the notice by any means, including the publishing in a
newspaper or periodical, by broadcasting or televising or in a film.

(3) Subject to sub-section (4), a person shall not publish a notice that-

   (a)  offers to the public for subscription or purchase shares in, or
        debentures of, a corporation or proposed corporation;

   (b)  invites the public to subscribe for or purchase shares in, or
        debentures of, a corporation or proposed corporation; or

   (c)  refers or calls attention, whether directly or indirectly, to-

        (i)    a prospectus;

        (ii)   an offer or intended offer to the public for subscription or
               purchase of shares in, or debentures of, a corporation;

        (iii)  an invitation or intended invitation to the public to subscribe
               for or purchase shares in, or debentures of, a corporation; or

        (iv)   another notice that refers or calls attention, whether directly
               or indirectly, to a prospectus or such an offer, intended
               offer, invitation or intended invitation, not being a notice
               referred to in sub-section (4).

(4) Sub-section (3) does not apply to or with respect to the publishing of a
notice that refers to a registered prospectus and-

   (a)  states that allotments or issues of, or contracts for the subscription
        for or purchase of, shares or debentures to which the prospectus
        relates will be made only on receipt of a form of application referred
        to in and attached to a copy of the prospectus but contains no other
        statements other than statements as to any or all of the following:

        (i)    particulars of the shares in, or debentures of, the corporation
               to which the prospectus relates;

        (ii)   the name of the corporation, the date of its incorporation and
               the amount of its paid-up capital;

        (iii)  the general nature of the main business of the corporation;

        (iv)   the names, addresses and occupations of the directors of the
               corporation;

        (v)    the name and address of each broker and underwriter to the
               issue and the name of the stock exchange of which each broker
               or underwriter is a member;

        (vi)   where the prospectus relates to debentures, the name and
               address of the trustee for the debenture holders;

        (vii)  the time and place at which copies of the prospectus and forms
               of application for the shares or debentures to which it relates
               may be obtained;

        (viii) the period during which the offer or invitation contained in
               the prospectus is open;

   (b)  is published by the holder of a dealers licence or an investment
        advisers licence, by a recognized dealer or recognized investment
        adviser or by an exempt dealer within the meaning of the
        Securities Industry Act 1980 but contains no other statements other
        than statements as to any or all of the matters referred to in
        paragraph (a) and a statement as to-

        (i)    whether or not the person publishing the notice recommends
               acceptance of the offer or invitation to which the prospectus
               relates; and

        (ii)   the interest (if any) that the person publishing the notice has
               in the success of the offer or invitation to which the
               prospectus relates, being an interest that the person has as
               underwriter or sub-underwriter to the issue of the shares or
               debentures to which the prospectus relates or a relevant
               interest, within the meaning of the Securities Industry Act
               1980, in those shares or debentures; or

   (c)  is published by the holder of a dealers licence or an investment
        advisers licence, by a recognized dealer or recognized investment
        adviser or by an exempt dealer within the meaning of the
        Securities Industry Act 1980 and is accompanied by a copy of the
        prospectus.

(5) The inclusion in a notice of a statement required by this or any other Act
or law to be included in the notice does not affect the operation of
sub-section (4).

(6) A person shall not contravene, or authorize or permit an act that
constitutes a contravention of, this section.

(7) Where a notice relating to a corporation is published in contravention of
this section by or with the authority or permission of an officer of the
corporation, the corporation is guilty of an offence.

Penalty: $2,500 or imprisonment for 6 months, or both.