Section 107 Investments and Securities Act

Section 107 of the Investments and Securities Act 2025 is about General and restricted invitations to the public. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) Except as provided in section 104 of this Act, where an issuer invites the public to acquire its securities, the prospectus referred to in section 101 of this Act shall state the matters specified in Part 1 of the Third Schedule to this Act and set out the report specified in Part II of that Schedule.

(2) Subsection (1) shall not apply to an invitation by an issuer in respect of its shares —
(a) made solely to the existing shareholders of that issuer; or
(b) which in all respects is uniform with its existing listed shares.

(3) A prospectus relating to any invitation to the public to acquire or dispose of any securities of an issuer, being an invitation not falling within subsection (1) either because it does not invite the public to acquire any securities or because it is excluded from the ambit of that subsection, may not state all the matters or set out the reports specified in the Third Schedule to this Act but shall not contain any untrue statement, and if the securities to which it relates are dealt in on any securities exchange or if application has been, or is being made to a securities exchange for permission to deal in those securities, the prospectus shall —

(a) state that the securities to be dealt in on that securities exchange or, as the case may be, that application has been or is to be made for permission for the securities to be dealt in on that securities exchange;
(b) state whether or not that securities exchange is an approved trading facility within the meaning of this Act; and
(c) contain the particulars and information required by that securities exchange.

(4) An invitation falling within subsection (1) shall, in this Act be described as a “general invitation” and an invitation falling within subsection (2) shall, in this Act be described as a” restricted invitation”.