Section 44. Offer to the public

1. An offer to the public referred to in section 43 includes an offer made in any manner to any section of the public.

2. An offer is not regarded as an offer to the public if it is—

   • not being calculated to result, directly or indirectly, in shares or debentures of the company becoming available to persons other than those receiving the offer; or

   • otherwise being a private concern of the person receiving the offer and the person making the offer.

3. An offer is to be regarded, unless the contrary is proved, as being a private concern between the person receiving the offer and the person making the offer if—

   • the offer is made to a person already connected with the company and, where the offer is made on terms allowing that person to renounce his rights, the rights may only be renounced in favour of another person already connected with the company; or

   • it is an offer to subscribe for securities to be held under an employees’ share scheme and, where the offer is made on terms allowing that person to renounce his rights, the rights may only be renounced in favour of—

     • another person entitled to hold securities under the scheme; or

     • a person already connected with the company.

4. For the purposes of this section, “person already connected with the company” means—

   • an existing member or employee of the company;

   • a member of the family of a person who is or was a member or employee of the company;

   • an existing debenture holder of the company; or

   • a trustee, acting in his capacity as such, of a trust of which the principal beneficiary is a person within any of paragraphs (a) to (c).