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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 4 : Public Offerings of Company Securities

98. Advertisements relating to offers

 

 

1) As an alternative to any other manner of making or presenting an offer to the public, such an offer may be made or presented by way of an advertisement that—
a) satisfies all of the requirements of this Act with respect to a registered prospectus; and
b) is subject to every provision of this Act relating to the making of a prospectus.

 

2) In addition to making or presenting an offer to the public by publishing a prospectus, such an offer may be drawn to the attention of the public by an advertisement, but any such advertisement—
a) must include a statement—
i) clearly stating that it is not a prospectus; and
ii) indicating where and how a person may obtain a copy of the full registered prospectus relating to that offer;
b) must not contain any untrue statement or, by express statement, omission or reasonable implication, be such as would reasonably mislead a person reading the advertisement—
i) to believe that the advertisement is a prospectus; or
ii) as to any material particular addressed in the prospectus relating to that offer; and
c) is subject to sections 102 to 111, read with the changes required by the context.

 

3) An advertisement drawing attention to an offer to the public, as contemplated in subsection (2)—
a) that satisfies the requirements of subsection (2)(a) and (b) is not required to be filed, or registered with an exchange; or
b) that does not satisfy all of the requirements set out in subsection 2(a) and (b) will, despite any statement to the contrary contained in the advertisement, be regarded as having been intended to be a prospectus issued by the person responsible for publishing or disseminating the advertisement, and is subject to every provision of this Act relating to such a prospectus.