§ 60 — Requirements as to statements in lieu of prospectus

60.—(1) To comply with the requirements of this Act, a statement in lieu of prospectus lodged by or on behalf of a company —(a)

must be signed by every person who is named therein as a director or a proposed director of the company or by the person’s agent authorised in writing;

(b)

must, subject to Part 3 of the Sixth Schedule, be in the form of and state the matters specified in Part 1 of that Schedule and set out the reports specified in Part 2 of that Schedule; and

(c)

must, where the persons making any report specified in Part 2 of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part 3 of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor.

(2) The Registrar must not accept for registration any statement in lieu of prospectus unless it appears to the Registrar to comply with the requirements of this Act.

(3) Where in any statement in lieu of prospectus there is any untrue statement or wilful non‑disclosure, any director who signed the statement in lieu of prospectus shall, unless he or she proves either that the untrue statement or non‑disclosure was immaterial or that he or she had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true or the non‑disclosure immaterial, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.

—(1) To comply with the requirements of this Act, a statement in lieu of prospectus lodged by or on behalf of a company —(a)

must be signed by every person who is named therein as a director or a proposed director of the company or by the person’s agent authorised in writing;

(b)

must, subject to Part 3 of the Sixth Schedule, be in the form of and state the matters specified in Part 1 of that Schedule and set out the reports specified in Part 2 of that Schedule; and

(c)

must, where the persons making any report specified in Part 2 of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part 3 of that Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor.

(2) The Registrar must not accept for registration any statement in lieu of prospectus unless it appears to the Registrar to comply with the requirements of this Act.

(3) Where in any statement in lieu of prospectus there is any untrue statement or wilful non‑disclosure, any director who signed the statement in lieu of prospectus shall, unless he or she proves either that the untrue statement or non‑disclosure was immaterial or that he or she had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true or the non‑disclosure immaterial, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.