Section 502, The Companies Act, 2009

(1) Subject to this section, a person shall not issue,circulate, publish, disseminate or distribute any notice, circular or advertisement that- (a) offers for subscription or purchase, securities in a company, or invites subscription for, or purchase of any such securities; or circulars (b) calls attention to– (i) an offer, or intended offer, for subscription or purchase of securities in a company; (ii) an invitation, or intended invitation, to subscribe for or purchase such securities; or (iii) a prospectus. (2) This section shall not apply to– (a) a notice or circular that relates to an offer or invitation not made or issued to the public; 362 363 of provisions relating to prospectus in issue, etc, of notices, circulars and advertisements. (b) a registered prospectus; (c) a notice, circular or advertisement that calls attention to a registered prospectus, which states that allotments of, or contracts with respect to, the shares referred to in the prospectus which will be made only on the basis of one of the forms of application referred to in, and attached to a copy of the prospectus and that contains no other information or matter other than some or all of the following information, namely:- (i) the number and description of the securities in the company to which the prospectus relates; (ii) the name of that company, the date of its incorporation and the number of the company’s issued securities; and where the issue price of any securities is to be paid by instalments, the amounts paid and unpaid on those issued securities; (iii) the general nature of its main business, or the proposed main business, of the (iv) the names, addresses and occupation of the directors or proposed directors; (v) the names and addresses of the brokers or underwriters (if any) to the issue; (vi) the name of the stock exchange (if any) of which the brokers or underwriters to the issue are members; (vii) particulars of the time and place at which copies of the registered prospectus and form of application for the shares to which it relates may be obtained; or (d) to a notice or circular that- (i) accompanies a notice or circular referred to in paragraph (b) or (c) or would but for the inclusion in it of a statement referred to in sub-paragraph (iii) or (iv), be a notice or circular so referred to; (ii) is issued or circulated by a person whose ordinary business includes advising clients in connection with their investments and is issued or circulated only to clients so advised in the course of that business; (iii) contains a statement that the investment to which it or the accompanying document relates is recommended by that person; and (iv) where the person is an underwriter or sub-underwriter of an issue of shares to which the notice or circular or accompanying document relates, contains a statement that the person making the recommendation is interested in the success of the issue as an underwriter or sub-underwriter, as the case may be. (3) This section shall apply to notices, circulars and advertisements published or disseminated by newspaper, radio or television broadcasting, cinematograph, electronic mail or any other means. (4) Any person who contravenes this section and any person who knowingly authorises or permits an act that constitutes a contravention of this section shall be guilty of an offence and be liable to a fine not exceeding Le5,000,000 or to a term of imprisonment not exceeding 6 months. 364 365 (5) Where a notice, circular or advertisement relating to a company is issued, circulated, published, disseminated or distributed in contravention of this section by or with the authority or permission of an officer of the company, the company shall be guilty of an offence.