s 257 Document containing offer of securities or securities‑based derivatives contracts for sale deemed prospectus
257.—(1) Subsection (2) applies where —(a) an entity allots or agrees to allot to any person any securities or securities‑based derivatives contracts of the entity or a business trust (as the case may be) with a view to all or any of them being subsequently offered for sale to another person; and (b) such offer (called in this section a subsequent offer) does not qualify for an exemption under Subdivision (4) of this Division (other than section 280).[4/2017] (2) Any document by which the subsequent offer is made is for all purposes deemed to be a prospectus issued by the entity, and the entity is for all purposes deemed to be the person making the offer, and all written laws and rules of law as to the contents of prospectuses and to liability in respect of statements and non‑disclosure in prospectuses, or otherwise relating to prospectuses, apply and have effect accordingly as if —(a) an offer of securities or securities‑based derivatives contracts has been made; and (b) persons accepting the subsequent offer in respect of any securities or securities‑based derivatives contracts were subscribers therefor, but without affecting the liability (if any) of the persons making the subsequent offer, in respect of statements or non‑disclosures in the document or otherwise. [4/2017] (3) For the purposes of this Act, unless the contrary is proved, it is sufficient evidence that an allotment of, or an agreement to allot, securities or securities‑based derivatives contracts was made with a view to the securities or securities‑based derivatives contracts being subsequently offered for sale if it is shown —(a) that an offer of the securities or securities‑based derivatives contracts or of any of them for sale was made within 6 months after the allotment or agreement to allot; or (b) that at the date when the offer was made the whole consideration to be received by the entity in respect of the securities or securities‑based derivatives contracts had not been so received.[4/2017] (4) The requirements of this Division as to prospectuses have effect as though the persons making the subsequent offer were persons named in the prospectus as directors or equivalent persons of the entity. (5) In addition to complying with the other requirements of this Division, the document making the subsequent offer must state —(a) the net amount of the consideration received or to be received by the entity in respect of the securities or securities‑based derivatives contracts being offered; and (b) the place and time at which a copy of the contract under which the securities or securities‑based derivatives contracts have been or are to be allotted may be inspected.[4/2017]