Section 495, The Companies Act, 2009

(1) It shall not be lawful for any person to make anyinvitation to the public– (a) to acquire or dispose of any securities of a (b) to deposit money with any company for a fixed period or payable at call, whether bearing interest, unless the company concerned is a public company and the provisions of sections 495 to 508 are duly complied with or the company is licensed under the Banking Act, 2000 to carry on banking (2) Nothing in this subsection shall render unlawful the sale of any shares by or under the supervision of the court. (3) If any invitation to the public is made in breach of subsection (1), all persons making the invitation and every officer who is in default or any body corporate making the invitation shall be guilty of an offence and be liable on conviction in the case of a body corporate to a fine not exceeding Le8,000,000 and in any other case to a fine not exceeding Le5,000,000 or to a term of imprisonment not exceeding 2 years or to both the fine and imprisonment. (4) If, as a result of any invitation to the public in breach of subsection (1), any person acquires or disposes of any securities or deposits money with any company, he shall be entitled to rescind such transactions and either in addition to or instead of rescinding, to recover compensation for any loss sustained by him from any person who is liable whether convicted or not in respect of the breach. (5) Where, in accordance with subsection (3), any person claims to rescind any transaction, he must do so with reasonable promptitude and shall not be entitled to rescind any transaction with the company from it unless he takes steps to rescind before the commencement of the winding-up of the company; but the fact that it is too late to rescind shall not prejudice his right to recover compensation from any person other than the company. Regulations. Control of public invitations. Act No. 10 of 2000. 356 357