(1) For the purposes of this Act—
(a) a share or debenture of a body corporate is part of a distribution to the public, when, in respect of the share or debenture—
(i) there has been, under the laws of Saint Lucia or any other jurisdiction, a filing of a prospectus, statement in lieu of prospectus, registration statement, stock exchange take-over bid circular or similar instrument, or
(ii) the share or debenture is listed for trading on any stock exchange wherever situated; and
(b) a share or debenture of a body corporate is deemed to be part of a distribution to the public where the share or debenture has been issued and a filing referred to in paragraph (a)(i) would be required if the share or debenture were being issued currently.
(2) For the purposes of this Act, the shares or debentures of a company that are issued upon a conversion of other shares or debentures of a company, or in exchange for other shares or debentures, are part of a distribution to the public if any of those others were part of a distribution to the public.
(3) For the purposes of this Act—
(a) a statement is included in a prospectus or in a statement in lieu of a prospectus if it is included in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith;
(b) a statement included in a prospectus or statement in lieu of prospectus is deemed to be untrue if it is misleading in the form and context in which it is included; and
(c) a reference to an offer or offering of shares or debentures for subscription or purchase is deemed to include an offer of shares or debentures by way of barter or otherwise.