Companies Act (Cap. 386), article 89

89. It shall not be lawful for a company to make an offer of securities to the public in a Me mber State or EEA State unless the company is a public company and the offer is made in the form o f a prospectus which complies with the requirements of the Financia l Markets Act and any applicable r egulations made thereunder, and the provisions of articles 91 to 96 shall apply to such offers: Provided that the provisions of this Chapter, including the obligation to draw up a prospectus, shall not apply to a form o f application issued - (a) in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (b) in relation to securities which do not constitute an "offer of securities to the public" within the meaning of article 2(3); or Cap. 370. (c) by a holder of a collectiv e investment scheme licence within the meaning of the Investment Services Act provided such issue is mad e in accordance with rules or regulations made under that Act; or (d) in relation to dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer; or (e) in connection with an offer where securities are allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that the company has its head office or registered office in the Community and provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer; or (f) in relation to shares issued on the redemption or reduction of shares of the same class already issued, if the issuing of such new shares does not involve any increase in the i ssued capital; or (g) in relation to an offer made in connection with a take- over bid, provided that a document is available containing information which is regarded by the Registrar as being equivalent to that of the prospectus; or (h) in relation to an offer made in connection with or pursuant to a proposed merger or division, provided that a document is available containing information which is regarded by the Registrar as being equivalent to that of the prospectus: Provided further that paragraph ( e) shall also apply to a company established outside the European Union and the EEA and whose securities are admitted to trading either on a regulated market COMP ANIES [CAP. 386. 59 or on a third country market. In the latter case, the exemption shall apply provided that adequate information, including the documen t referred to in paragraph ( e), is available in English provided that the European Commission has adopted an equivalence decision regarding the third-country market concerned. Dating of prospectus and matters to be stated therein. Amended by: L.N. 391 of 2005.