Section 28
of International Business Companies Order, 2000
Section 28
(1)
Where an IBC allots or agrees to allot to any person any shares or debentures of the company with a view to all or any of them being offered for sale to the public, the offer to the public shall be made through a licensee under the Banking Act (Chapter 95), the
International Banking Order, 2000 (S 53/00) or the Registered Agents and Trustees Licensing
Order, 2000 (S 54/00), in the case of each such offer with the prior written approval of the
Registrar, and any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all written laws and rules of law as to the contents of prospectuses and as to liability in respect of advertisements and statements and non-disclosures in prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if the shares or debentures had been offered to the public and as if persons accepting the offer in respect of any shares or debentures were subscribers therefor but without prejudice to the liability (if any) of the persons by whom the offer is made in respect of statements or non-disclosures in the document or otherwise.
(2)
The requirements of this Division as to prospectuses shall have effect as though the persons making an offer to which this section relates were persons named in a prospectus as directors of an IBC.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
37
BLUV as at 20th June 2017
(3)
The document making the offer shall state –
(a)
the net amount of the consideration received or to be received by the
IBC making the offer in respect of the shares or debentures to which the offer relates; and
(b)
the place and time at which the contract under which the shares or debentures have been or are to be allotted may be inspected.
(4)
Where an offer to which this section relates is made by an IBC, it shall be sufficient if the document referred to in subsection (1) is signed on behalf of the company by two directors of the company.
Expert’s consent to issue of prospectus containing statement by him.