Companies Act · s 309

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309.
Requirements as to prospectus
(1) In order to comply with this Part, a prospectus in addition to complying with the provisions of section 308(l)(a)(ii) and (iii) shall -
(a)
contain particulars with respect to the following matters -
(i) the objects of the company;
(ii) the instrument constituting or defining the constitution of the company;
(iii) the enactments or provisions having the force of an enactment, by or under which the incorporation of the company was effected;
(iv) an address in Brunei Darussalam where such instrument, enactments or provisions, or copies thereof, and if the same are in a foreign language a translation thereof certified in the prescribed manner, can be inspected;
(v) the date on which and the country in which the company was incorporated;
(vi) whether the company has established a place of business in Brunei Darussalam, and, if so, the address of its principal ofice in Brunei
Darussalam:
Provided that the provisions of sub-paragraphs (i), (ii), (iii) and (iv) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.
(b) subject to the provisions of this section, state the matters specified in Part 1 of Schedule 3 (other than those specified in paragraph 1 of that Part 1) and set out the reports specified in
Part 2 of that Schedule subject always to the provisions contained in Part 3 of that Schedule:

Companies
CAP. 39 221
Provided that -
(a) where any prospectus is published as a newspaper advertisement, it shall be a sufficient compliance with the requirement that the prospectus must specify the objects of the company if the advertisement specifies the primary object with which the company was formed;
(b) in paragraph 3 of Part 1 of Schedule 3, a reference to the memorandum and articles of the company shall be substituted for the reference to the articles; and
[S 2 27/20] 91
(c) paragraph 1 of Part 3 of Schedule 3 shall have effect as if the reference to the memorandum were omitted therefrom.
(2) Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void.
(3) In the event of non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention if -
(a) as regards any matter not disclosed, he proves that he was not cognisant thereof;
(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused:
Provided that, in the event of failure to include in a prospectus a statement a with respect to the matters contained in paragraph 15 of Part 1 of Schedule 3,

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Companies no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed.
(4) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section.

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s 309Requirements as to prospectus

(1)

In order to comply with this Part, a prospectus in addition to complying with the provisions of section 308(l)(a)(ii) and (iii) shall -

(a)

contain particulars with respect to the following matters -

(i)

the objects of the company;

(ii)

the instrument constituting or defining the constitution of the company;

(iii)

the enactments or provisions having the force of an enactment, by or under which the incorporation of the company was effected;

(iv)

an address in Brunei Darussalam where such instrument, enactments or provisions, or copies thereof, and if the same are in a foreign language a translation thereof certified in the prescribed manner, can be inspected;

(v)

the date on which and the country in which the company was incorporated;

(vi)

whether the company has established a place of business in Brunei Darussalam, and, if so, the address of its principal ofice in Brunei

Darussalam:

Provided that the provisions of sub-paragraphs (i), (ii), (iii) and (iv) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

(b)

subject to the provisions of this section, state the matters specified in Part 1 of Schedule 3 (other than those specified in paragraph 1 of that Part 1) and set out the reports specified in

Part 2 of that Schedule subject always to the provisions contained in Part 3 of that Schedule:

Companies

CAP. 39 221

Provided that -

(a)

where any prospectus is published as a newspaper advertisement, it shall be a sufficient compliance with the requirement that the prospectus must specify the objects of the company if the advertisement specifies the primary object with which the company was formed;

(b)

in paragraph 3 of Part 1 of Schedule 3, a reference to the memorandum and articles of the company shall be substituted for the reference to the articles; and

[S 2 27/20] 91

(c)

paragraph 1 of Part 3 of Schedule 3 shall have effect as if the reference to the memorandum were omitted therefrom.

(2)

Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void.

(3)

In the event of non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention if -

(a)

as regards any matter not disclosed, he proves that he was not cognisant thereof;

(b)

he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or

(c)

the non-compliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused:

Provided that, in the event of failure to include in a prospectus a statement a with respect to the matters contained in paragraph 15 of Part 1 of Schedule 3,

222

Companies no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed.

(4)

Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section.