The provisions of this section apply where, in a case in which section 561 (existing shareholders' right of pre-emption) would otherwise apply—
In that case, section 561 does not apply to the allotment of those shares and the company may allot them accordingly.
If there is a contravention of the pre-emption provision of the company's articles, the company, and every officer of it who knowingly authorised or permitted the contravention, are jointly and severally liable to compensate any person to whom an offer should have been made under the provision for any loss, damage, costs or expenses which the person has sustained or incurred by reason of the contravention.
No proceedings to recover any such loss, damage, costs or expenses may be commenced after the expiration of two years—