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.”. |