Before a security can obtain quotation in the Official List, it has to
possess certain characteristics, and its sponsors have to conform to
certain formalities. The idea of quotation is not to enable those
interested in the loan or company to sell the securities; quotation is
for the benefit of the public; indeed, before quotation is granted, at
least two-thirds of the securities issued must have been allotted to the
public as distinct from vendors and others. The formalities to be
observed resemble in many respects those imposed in the case of the
granting of a special settlement. The loan or company has to be of
sufficient magnitude and importance. Such documents as the prospectus,
which must have been publicly advertised, the articles of association,
which are the rules of the company, the allotment book, showing the
extent to which the securities have been publicly issued, the banker's
pass-book, certified copies of contracts and concessions, have all to be
deposited. It has to be stated that the certificates or bonds are ready
for delivery, and that the purchase of the properties has been
completed. These are roughly the requirements, and a broker has to be
appointed in connection with the loan or company authorised and ready to
give full information in answer to the inquiries of the Committee.
It will be noted that in considering applications for quotation in its
Official List the Committee attaches importance to the production of a
publicly issued prospectus. This is natural, for the prospectus is, as
it were, the written guarantee of those offering the securities for sale
to those who subscribe money for them. In spite of the requirement,
however, the number of new companies floated without the issue of a
prospectus is far greater now than it was before the Companies Act of
1900 was passed. Under the old law, the regulations as to the
information which a prospectus should impart were far less stringent
than they are at present, and company promoters, who then had no
objection to issuing prospectuses, seem anxious to avoid their issue
now. The directors of a certain class of company find it inconvenient to
bind themselves down in writing to statements sufficiently attractive to
induce subscriptions, and yet sufficiently true to stand investigation
should questions subsequently arise. Thus even at the risk of
sacrificing the possibility of quotation in the Official List, they
prefer to issue no prospectus at all. Some of them in its place publish
a statement which is described as being not a prospectus, and as being
issued for public information only, not to invite subscriptions. Such a
statement, of course, may contain all that is in favour of the company
of whose shares it is sought to dispose, and yet need not contain
particulars as to contracts and the like, which the law requires in a
prospectus, and with which it is essential the subscriber should be
acquainted.
Public-domain text, read in full here on John Shaqi.
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