s 38 Excluded offers and invitations
(1) An offer for subscription or purchase of, or an invitation to subscribe for or purchase, securities is an excluded offer or an excluded invitation if— (a) the offer or invitation is so specified in Schedule 2; or (b) the offer or invitation is made to a person or a class of persons, or made in respect of securities or a class of securities, as the Minister may, on the recommendation of the Commission, prescribe by order published in the Gazette, to be an excluded offer or an excluded invitation. (2) A prescription made under paragraph (1)(b) may specify the provisions of this Act to which an offer or invitation so prescribed to be an excluded offer or an excluded invitation shall not apply. (3) An information memorandum issued by a person or his agent purporting to describe the business and affairs of the person in respect of— (a) any excluded offer or excluded invitation specified in Schedule 2; or (b) any offer or invitation made to a person or a class of persons or any offer or invitation in relation to securities or a class of securities prescribed under paragraph (1)(b), shall be deemed to be a prospectus in so far as it relates to the liability of the person or his agent for any statement or information that is false or misleading or from which there is a material omission. (4) A person issuing the information memorandum referred to in subsection (3) shall deposit a copy of the information memorandum with the Commission within seven days after it is first issued. (5) For the purposes of this section, section 39, Schedules 2 and 3, “underwriting” includes sub-underwriting. (6) Paragraph 17 of Schedule 2 shall not apply to any securities or class of securities of any private company or class of private companies as the Minister may, on the recommendation of the Commission, prescribe by order published in the Gazette.