(1) Subject to this section, a person shall not—
(a) issue any notice that offers, for subscription or purchase, shares or debentures of a company, or invites subscription for, or purchase of, any such shares or debentures;
(b) issue any notice that calls attention to—
(i) an offer, or intended offer, for subscription or purchase, of shares or debentures of a company,
(ii) an invitation, or intended invitation, to subscribe for, or purchase, any such shares or debentures, or
(iii) a prospectus.
(2) This section does not apply to—
(a) a notice that relates to an offer or invitation not made or issued to the public, directly or indirectly;
(b) a registered prospectus within the meaning of this Division;
(c) a notice—
(i) that calls attention to a registered prospectus,
(ii) that states that allotments of, or contracts with respect to, the shares or debentures will be made only on the basis of one of the forms of applications referred to in, and attached to, a copy of the prospectus, and
(iii) that contains no other information except that permitted under subsection (3); or
(d) a notice—
(i) that accompanies a notice referred to in paragraph (c) or would, but for the inclusion therein of a statement referred to in subparagraph (iii) or (iv) of this paragraph, be a notice so referred to,
(ii) that is issued by a person whose ordinary business is or includes advising clients in connection with their investments and is issued only to clients so advised in the course of that business,
(iii) that contains a statement that the investment to which it or the accompanying document relates is recommended by that person, and
(iv) that, if the person is an underwriter or sub-underwriter of an issue of shares or debentures to which the notice 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) All or any of the following information is permitted for the purposes of subsection (2)(c)(iii) —
(a) the number and description of the shares or debentures of the company to which the prospectus relates;
(b) the name of the company, the date of its incorporation and the number of the company's issued shares and the amount paid on its issued shares;
(c) the general nature of the company's main business, or its proposed main business;
(d) the names, addresses and occupations of the directors of the company;
(e) the names and addresses of the brokers or underwriters, if any, to the issue of shares or debentures, or both, and, if the prospectus relates to debentures, the name and address of the trustee for the debenture holders;
(f) the name of any stock or securities exchange of which the brokers or underwriters to the issue are members;
(g) the particulars of the period during which the offer is effective;
(h) the particulars of the time and place at which copies of the registered prospectus and form of application for the shares or debentures to which it relates can be obtained.
(4) This section applies to any notice issued in Saint Lucia by newspaper, or by radio or television broadcasting, or by cinematograph or any other means.