Section 72: Prospectus of oversea company., Companies Act 1985

It is unlawful for a person to issue, circulate or distribute in Great Britain any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain) unless the prospectus complies with the requirements of the next two subsections.

The prospectus must be dated and contain particulars with respect to the following matters—

the instrument constituting or defining the constitution of the company;

the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;

an address in Great Britain where that instrument, and those enactments or provisions, or copies of them (and, if they are in a foreign language, a translation of them certified in the prescribed manner), can be inspected;

the date on which, and the country in which, the company was incorporated; and

whether the company has established a place of business in Great Britain and, if so, the address of its principal office in Great Britain.

Subject to the following provisions, the prospectus must comply—

with Part I of Schedule 3, as respects the matters to be stated in the prospectus, and

with Part II of that Schedule, as respects the reports to be set out.

Paragraphs (a) to (c) of subsection (2) do not apply in the case of a prospectus issued more than 2 years after the company is entitled to commence business.

This section—

does not apply to the issue to a company's existing members or debenture holders 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

except in so far as it requires a prospectus to be dated, does 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;

but subject to this, it applies to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.

Section 72: Prospectus of oversea company.

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