“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.
