Western Australian Consolidated Acts Western Australian Consolidated Acts (1)(a) Subject as
hereinafter provided in this subsection it shall not be lawful for any person
to go from house to house or from place to place, whether by appointment or
otherwise, offering to any member of the public shares for subscription or
purchase or in exchange for other shares.
(b)
Subject as hereinafter provided in this subsection it shall not be lawful to
make an offer in writing to any member of the public (not being a person whose
ordinary business or part of whose ordinary business it is to buy or sell
shares, whether as principal or agent) of any shares for purchase unless the
offer is made by or through an authorised share broker within the meaning of
Division 2 and is accompanied by a statement in writing (which must be
signed by the person making the offer and dated) containing such particulars
as are required by this section to be included therein and otherwise complying
with the requirements of this section, or, in the case of shares in a company
incorporated outside Western Australia, either by such a statement as
aforesaid, or by such a prospectus as complies with this Part: Provided
that: —
(i)
the provisions of paragraph (a) and/or
paragraph (b) shall not apply in the case of shares of a co-operative
company, which has been registered under this Act or under the repealed Acts
for a period exceeding 2 years or in the case of shares of any company which,
after notice of intention in the form prescribed to apply for exemption from
the provisions of the said paragraphs or of either of them has been advertised
in the Government Gazette and in a daily newspaper published in Perth and
generally circulating throughout the State, has applied to the Minister for
such exemption and the application has on the recommendation of a law officer
been granted;
(ii)
any exemption aforesaid granted by the Minister may at
any time be revoked by him by notice in writing under his hand served on the
company concerned and published in the Government Gazette ;
(iii)
the provisions of paragraph (b) shall not
apply: —
(a)
where the shares to which the offer relates are shares which are quoted on, or
in respect of which permission to deal has been granted by any recognised
stock exchange in Western Australia, and the offer so states and specifies the
stock exchange; or
(b)
where the shares to which the offer relates are shares which a company has
allotted or agreed to allot with a view to their being offered for sale to the
public.
(2) The written
statement aforesaid shall not contain any matter other than the particulars
required by this section to be included therein, and shall not be in
characters less large or less legible than any characters used in the offer or
in any document sent therewith.
(3) The said statement
shall contain particulars with respect to the following matters: —
(a)
whether the person making the offer is acting as principal or agent, and if as
agent, the name of his principal and an address in Western Australia where
that principal can be served with process;
(b) the
date on which and the country in which the company was incorporated, and the
address of its registered or principal office in Western Australia;
(c) the
authorised share capital of the company and the amount thereof which has been
issued, the classes into which it is divided and the rights of each class of
shareholders, stockholders, bondholders, or debenture holders in respect of
capital, dividends and voting;
(d) the
dividends (if any) paid by the company on each class of shares during each of
the 3 financial years immediately preceding the offer, and if no dividend has
been paid in respect of shares of any particular class during any of those
years, a statement to that effect;
(e) the
total amount of any debentures, stock or bonds issued by the company and
outstanding at the data of the statement, together with the rate of interest
payable thereon;
(f) the
names and addresses of the directors of the company and of any person
occupying the position of director of the company;
(g)
whether or not the shares offered are fully paid up, and, if not, to what
extent they are paid up;
(h)
whether or not the shares are quoted on, or permission to deal therein has
been granted by, any recognised stock exchange in Western Australia or
elsewhere, and, if so, which, and, if not, a statement that they are not so
quoted, or that no such permission has been granted;
(i)
where the offer relates to units, particulars of the
names and addresses of the persons in whom the shares represented by the units
are vested, the date of and the parties to any document defining the terms on
which those shares are held, and an address in Western Australia where that
document or a copy thereof can be inspected.
In this subsection the
expression company means the company by which the shares to which the
statement relates were or are to be issued.
(4) If any person
knowingly acts, or incites, causes, or procures any person to act, in
contravention of this section, he shall be liable to a fine not exceeding
$200, and in the case of a second or subsequent offence to imprisonment for a
term not exceeding 12 months or to a fine not exceeding $200, or to both
such imprisonment and fine.
(5) Where a person
convicted of an offence under this section is a company (whether a company
within the meaning of this Act or not), every director and every officer
concerned in the management of the company shall be guilty of the like offence
unless he proves that the act constituting the offence took place without his
knowledge or consent.
(6) For the purposes
of this section, a person shall not, in relation to a company, be regarded as
not being a member of the public by reason only that he is a holder of shares
in the company or a purchaser of goods from the company.
(7) Where any person
makes an offer in contravention of the provisions of this section, the Court
or any Court before which he is convicted of having made an offer in
contravention of this section may order that any contract made as a result of
the offer shall be void, and, where it makes any such order, may give such
consequential directions as it thinks proper for the repayment of any money or
the transfer of any shares.
(8) Where a Court
makes an order under subsection (7) (whether with or without
consequential directions) an appeal against the order and the consequential
directions, if any, shall lie to the Court.
[Section 369 amended by No. 21 of 1951
s. 9; No. 17 of 1953 s. 6; No. 73 of 1953 s. 10; No.
113 of 1965 s. 8(1).]