Re South of England Natural Gas and Petroleum Co Ltd 1911 1 Ch 573 A newly

Re south of england natural gas and petroleum co ltd

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Re South of England Natural Gas and Petroleum Co. Ltd [1911] 1 Ch. 573. A newly formed company issued 3000 copies of a document which offered for subscription shares in a company and which was headed “for private circulation only”. These copies were then circulated to the shareholders of a number of gas companies and the question arose Was this a prospectus?
The court held that the distribution of a document entitled, “For Private Circulation only” offering the company shares was an offer to the public and the document was a prospectus. The term offering used in the definition is used in a non-technical sense as prospectus invites offers. The term public is not restricted to the public at large. It includes a section thereof. In the words of Viscount Summer in ‘ Nash Vs Lyde (1929) AC 128 Stated; The public in the definition is of course a general word, no particular number are prescribed. Anything from two to infinity may serve perhaps even one if he is intended to be the first of a series of subscribers but made further proceedings needless by himself subscribing the whole. The point is that the offer is such as to be opened to anyone who brings his money and applies in due from, whether the prospectus was addressed to him on behalf of the company or not In the words of Windeyer J. in Lee Vs Evans [1964] 112 Commonwealth Law Reports 276
“The essence of an invitation to the public is not in the manner of its communication or in the number of the persons to whom it is communicated. The criteria are rather - are the recipients of the invitation persons chosen at members of the general public, the public at large, or in sundry or are they a select group to whom and to whom alone the invitation is addressed so that if an outsider sought to respond to it, he will be told that he was not one of those invited to come in ? ” The contents of a prospectus are prescribed by the provisions of the Companies Act 40[1]. Under section 43[1] of the Companies Act, a copy of the prospectus must be delivered to the registrar for registration on or before the date of publication. Question has arisen as to when a prospectus is deemed to have been issued. In the words of Viscount Summer in, Nash Vs Lyde “ I do not think that the term is satisfied by a single private communication between friends even f they are business friends or even though preparations have been made for other documents to be used in other communication if none such takes place. In the present case, all that constituted the issue was that one of the directors in the cause of a general endeavour to file money was furnished with some copies of this type written documents and gave one of them to a friend who also requested passed it on to a friend of his own. I cannot belief that anyone in business will call this the issue of a prospectus.” CONTENTS OF A PROSPECTUS.
Section 40[1] of the Companies Act . Every prospectus issued by or on behalf of a company or by or on behalf of any person who is or have been engaged or

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