Section 101 Investments and Securities Act

Section 101 of the Investments and Securities Act 2025 is about Contents of a prospectus. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) Subject to the provisions of section 104 of this Act, every prospectus issued by or on behalf of a company, or by or on behalf of any person or body corporate who is or has been engaged or interested in the formation of the company, shall state the matters specified in Part I of the Third Schedule to this Act and set out the reports specified in Part II of that Schedule.

(2) Any condition requiring or binding an applicant for securities to waive compliance with any requirement of this section or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.

(3) Where there is non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if he proves that —
(a) as regards any matter not disclosed, he was not a party to it;
(b) the non-compliance or contravention arose from an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters which, were immaterial, having regard to all the circumstances of the case, and is to be excused:

Provided that, where there is a failure to include in a prospectus a statement with respect to the matters specified by regulations made under this Act, no director or other person shall incur any liability in respect of the failure, unless it is proved that he had knowledge of the matters not disclosed.