Special Committee Companies Bill, 1962 debate -
Wednesday, 10 Apr 1963

SECTION 367.

Mr. J. Lynch

I move amendment No. 113:

To delete subsection (3), page 182, lines 43 to 45, and substitute the following:

" (3) This Part shall not apply to a prospectus or to a form of application for shares or debentures first published or issued in a country recognised for the purpose of this section if the prospectus or form of application complies with the law for the time being in force in the country in which the prospectus or form of application was first published or issued.

(4) In this Part, ‘ prospectus ', ‘ shares ' and ‘ debentures ' have the same meanings as when used in relation to a company incorporated under this Act and ‘ recognised ' means recognised by order made by the Minister."

The principal purpose of the amendment is to permit the circulation of British and Six-County prospectuses in this country. The law relating to prospectuses in Britain and the Six Counties differs from that which will prevail here and in the absence of the proposed amendment any person circulating a prospectus which complies with that law but not with ours would commit a serious offence. This would be an awkward situation for, say, newspapers carrying advertisements for British prospectuses.

Mr. Norton

Does this work in reverse too? May we circulate prospectuses in Britain and in the Six Counties?

Mr. J. Lynch

We have not heard of any difficulties being experienced by Irish promoters in regard to prospectuses circulating in Britain and the Six Counties.

Mr. Cosgrave

This applies to other countries as well?

Mr. J. Lynch

It does. As a matter of fact members will see in the brief circulated that EEC countries are mentioned in it; this was circulated at a time when our application for membership was alive.

Mr. D. Costello

At the moment is it anticipated that an order will be made in respect of Great Britain and Northern Ireland?

Mr. J. Lynch

That sums it up.

Amendment agreed to.

Question proposed: " That Section 367, as amended, stand part of the Bill."

Major de Valera

On subsection (2) I take it these provisions are not meant to include the transfer of shares in the ordinary course of business?

Mr. J. Lynch

No.

Major de Valera

Subsection (2) provides:

(2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part.

That is enough to indicate that if A wants to part with shares in a company to B, this part of the Act does not apply to him?

Mr. J. Lynch

No, it does not apply.

Major de Valera

" whose ordinary business it is to buy or sell shares." I suppose it is anyone's ordinary business to buy and sell shares.

Mr. J. Lynch

The subsection really recognises that often shares are sold to brokers and dealers.

Major de Valera

But they may be sold directly too. However, it is " offered to the public " that the Minister is anxious to deal with.

Question put and agreed to.

The Committee adjourned at 12.45 p.m. until 2.30 p.m.