Investment Funds, Companies and Miscellaneous Provisions Act 2006

Amendment of section 21 of Companies (Amendment) Act 1983.

8.— The following section is substituted for section 21 of the Companies (Amendment) Act 1983 :

“Shares and debentures of private company not to be offered to public.

21.— (1) A private company and any officer of the company who is in default shall be guilty of an offence if the company—

(a) offers to the public (whether for cash or otherwise) any shares in or debentures of the company, or

(b) allots, or agrees to allot, (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public.

(2) Subsection (1) does not apply to the following offers or allotments (wheresoever made):

(a) an offer of debentures addressed or allotment made solely to qualified investors,

(b) an offer of debentures addressed to fewer than 100 persons, other than qualified investors,

(c) an offer of debentures addressed to investors where the minimum consideration payable pursuant to the offer is at least €50,000 per investor, for each separate offer,

(d) an offer of debentures whose denomination per unit amounts to at least €50,000,

(e) an offer of debentures where the offer expressly limits the amount of the total consideration for the offer to less than €100,000, or

(f) an offer of those classes of instruments which are normally dealt in on the money market (such as treasury bills, certificates of deposit and commercial papers) having a maturity of less than 12 months,

(g) an offer of shares addressed to—

(i) qualified investors, or

(ii) 99 or fewer persons, or

(iii) both qualified investors and 99 or fewer other persons,

(h) an allotment of shares or debentures, or an agreement to make such an allotment, with a view to those shares or debentures being the subject of any one or more of the offers referred to in paragraphs (a) to (g).

(3) A word or expression that is used in this section and is also used in the Prospectus (Directive 2003/71/EC) Regulations 2005 ( S.I. No. 324 of 2005 ) shall have in this section the same meaning as it has in those Regulations.

(4) Nothing in this section shall affect the validity of any allotment or sale of shares or debentures or of any agreement to allot or sell shares or debentures.

(5) A person guilty of an offence under subsection (1) shall be liable on summary conviction to a fine not exceeding €1,904.61.”.