(1) A private company limited by shares or limited by guarantee and having a share capital must not—
(a) offer to the public any securities of the company, or
(b) allot or agree to allot any securities of the company with a view to their being offered to the public.
(2) Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made—
(a) within six months after the allotment or agreement to allot, or
(b) before the receipt by the company of the whole of the consideration to be received by it in respect of the securities.
(3) A company does not contravene this section if—
(a) it acts in good faith in pursuance of arrangements under which it is to re-register as a public company before the securities are allotted, or
(b) as part of the terms of the offer it undertakes to re-register as a public company within a specified period, and that undertaking is complied with.
(4) The specified period for the purposes of subsection (3)(b) must be a period ending not later than six months after the day on which the offer is made (or, in the case of an offer made on different days, first made).
(5) In this Chapter “securities” means shares or debentures.
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