COMPANIES BILL - Department of Trade and Industry

CHAPTER 4PUBLIC OFFERINGS OF COMPANY SECURITIESApplication and interpretation of Chapter8595. (1) In this Chapter, and in Schedule 3, unless the context indicates otherwise —(a) ‘‘company’’, in addition to the meaning set out in section 1, also includes aforeign company;5(b) ‘‘compliance officer’’ means a compliance officer appointed by a company inrespect of its employee share scheme;(c) ‘‘employee share scheme’’ means a scheme established by a company,whether by means of a trust or otherwise, for the purpose of offeringparticipation therein solely to employees and officers of the company or asubsidiary of the company, either—10(i) by means of the issue of shares in the company; or(ii) by the grant of options for shares in the company;(d) ‘‘expert’’ means—15(i) a geologist, engineer, architect, quantity surveyor, valuer, accountant orauditor; or(ii) any person who professes—(aa) to be a person referred to in subparagraph (i); or(bb) to have extensive knowledge or experience, or to exercise special 20skill which gives or implies authority to a statement made by thatperson;(e) ‘‘initial public offering’’ means an offer to the public of any securities of acompany, if—(i) no securities of that company have previously been the subject of an offerto the public; or25(ii) all of the securities of that company that had previously been the subjectof an offer to the public have subsequently been re-acquired by thecompany;(f) ‘‘letter of allocation’’ means any document conferring a right to subscribe forshares in terms of a rights offer;30(g) ‘‘offer’’, in relation to securities, means an offer made in any way by anyperson with respect to the acquisition, for consideration, of any securities in acompany;(h) ‘‘offer to the public’’—35(i) includes an offer of securities to be issued by a company to any sectionof the public, whether selected—(aa) as holders of that company’s securities;(bb) as clients of the person issuing the prospectus;(cc) as the holders of any particular class of property; or40(dd) in any other manner; but(ii) does not include—(aa) an offer made in any of the circumstances contemplated in section96; or(bb) a secondary offer effected through an exchange;45(i) ‘‘primary offering’’ means an offer to the public, made by or on behalf of acompany, of securities to be issued by that company, or another company—(aa) within a group of companies of which the first company is amember; or(bb) with whom the first company proposes to merge; or50(cc) into which the first company proposes to be amalgamated;(j) ‘‘promoter’’, in relation to civil and criminal liability in respect of an untruestatement in a prospectus, means—(i) a person who was a party to the preparation of the prospectus, or of theportion of it that contains the untrue statement; but55(ii) does not include any person acting in a professional capacity for personsengaged in procuring the formation of the company or preparing theprospectus;(k) ‘‘registered prospectus’’ means a prospectus that complies with this Actand—60