Section 110 Investments and Securities Act

Section 110 of the Investments and Securities Act 2025 is about Document of offer of securities to be deemed a prospectus. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) Where an issuer offers or agrees to offer securities with a view to offering those securities to the public, any document by which the offer is made shall be deemed to be a prospectus so issued, and shall have effect as if —

(a) the securities have been offered to the public for subscription; and
(b) persons accepting the offer are subscribers for those securities but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of misstatements contained in the document or otherwise.

(2) For the purposes of this Act, unless the contrary is proved, it shall be deemed that an allotment of, or an agreement to allot securities was made with a view to the securities being offered to the public if it is established that —
(a) an offer of all or any part of the securities is made, or
(b) at the date when the offer was made the whole consideration to be received by the issuer in respect of the securities had been so received.

(3) Any prospectus issued under this section shall comply with a prospectus issued under section 101 of this Act and provide the following information; the —
(a) amount of the consideration received by the issuer in respect of the
securities to which the offer relates;
(b) place and time where the relevant offer documents may be inspected, and
(c) identity of any person making the offer, who shall be deemed to be a director or the equivalent of the issuer.

(4) Where a person makes an offer to which this section relates, it shall be sufficient if the document is signed on behalf of the issuer by two directors or the equivalent or by such other persons as may be authorised by the issuer.