(1) A public offer of securities shall not be required to be the subject of a prospectus if any one of the conditions specified in subregulation (2) is satisfied in relation to the offer.
(2) The following are the conditions specified—
(a) the securities offered are not generally advertised to the public;
(b) the securities are offered in connection with a bona fide invitation to enter into an underwriting agreement with respect to them;
(c) the securities are offered by the issuer to members or employees of the issuer;
(ii) members of the families of any such members or employees, or
(iii) holders of debentures of the issuer;
(d) the total consideration payable for the securities cannot exceed $25,000 even in the case where the offering is made under (c);
(e) the securities are shares and are offered free of charge to any or all of the holders of shares in the issuer.
(3) If a class of shares has been admitted to dealings on a securities exchange, the Commission may authorise the making of an offer without a prospectus, provided that—
(a) the number or estimated market value of the shares amounts to less than 10% of the number or of the corresponding market value of shares of the same class already admitted to dealings; and
(b) up-to-date information equivalent to that required by this regulation is available as a result of the requirements of that exchange.