Offer of Securities to the Public

Part 3 – Share Capital, Shares and Certain Other Instruments

Limitation of offers of securities to the public

There is a general prohibition on a CLS issuing shares or debt securities to the public where a prospectus would be needed.

Section 68 allows private companies to access capital by making offers to the public in limited circumstances.

An offer to 149 persons does not constitute a “public” offer. Therefore, it does not require a prospectus to be issued. This means that a CLS can make an offer as long as it is to 149 persons or less. It may also make an offer to qualified investors.

A CLS may not in any circumstances have securities admitted to trading, or listed in this State or any other, nor may it apply to do so.

If a company contravenes this section, it and any defaulting officer are guilty of a Category 2 Offence.