(d ) the names of the directors or proposed directors. No statement that or to the effect that the advertisement is not a prospectus shall avail to prevent the operation of this subsection. [Section as amended by Act No. 22 of 2001] 55 Expert’s consent to issue of prospectus containing statement by him (1 ) A prospectus inviting persons to subscribe for shares in or debentures of a company and including a statement purporting to be made by an expert shall not be issued unless— (a ) he has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is i ncluded; and (b ) a statement that he has given and has not withdrawn his consent as aforesaid appears in the prospectus. (2 ) If any prospectus is issued in contravention of subsection (1), the company and every person who is knowingly a party to the issue thereof shall be guilty of an offence and liable, in the case of the company, to a fine not exceeding level ten and, in the case of any such person, to a fine not exceeding level ten or to imprisonment for a period not exceeding two years or to both such fine and such imprisonment. [Section as amended by Act No. 22 of 2001] 56 Registration of prospectus (1 ) No prospectus shall be issued by or on behalf of a company or in relation to an intended comp any unless, on or before the date of its publication, a copy thereof has been filed with and registered by the Registrar. Such copy shall be signed by every person who is named therein as a director or proposed director of the company, or by his agent auth orized in writing, and shall have endorsed thereon or attached thereto — (a ) any consent to the issue of the prospectus required by section fifty -five from any person as an expert; and (b ) in the case of a prospectus issued gene rally, also— (i) a copy of any contract required by paragraph 14 of the Fourth Schedule to be stated in the prospectus or, in the case of a contract not reduced to writing, a memorandum giving full particulars thereof; and (ii) where the persons making any report required by Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 26 of that Schedule, a written statement signed by those persons setting out the a djustments and giving the reasons therefor. The references in subparagraph (i) of paragraph (b ) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a foreign language, be taken as references to a copy of a certified translation of the contract or a copy embodying a certified translation of the parts in a foreign language, as the case may be. (2 ) Every prospectus shall, on the face of it— (a ) specify the date of its registration under subsection (1 ); and (b ) specify or refer to statements included in the prospectus which specify any documents required by this section to be endorsed on or attached to the copy so delivered. (3 ) The Registrar shall not register a prospectus unless it is dated and the copy thereof signed in manner required by this section and unless it has endorsed thereon or attached thereto the documents, if any, specified as aforesaid. (4 ) If a prospectus states that the whole or portion of the share capital or debentures offered for subscription has been underwritten the prospectus shall not be registered until there is lodged with the Registrar the documents required by section sixty . (5 ) The Registrar shall not register any prospectus which names any person as the auditor, legal practitioner, banker or broker of the company or proposed company unless it is accompanied by the consent in writing of the person so named to act in the capacity stated, but such person shall not be deemed thereby to have authorized the issue of the prospectus. (6 ) No prospectus shall be issued more than three months after the date of its registration by the Registrar and if a prospectus is so issued it shall be deemed to be a prospectus a copy of which has not been registered. (7 ) If a prospectus is issued— (a ) without a copy thereof being filed with and registered by the Registrar; or (b ) without the copy so filed and registered having endorsed thereon or attached thereto the required doc uments; the company and every person who is knowingly a party to the issue of the prospectus shall be guilty of an offence and liable, in the case of the company, to a fine not exceeding level ten and, in the case of any such person, to a fine not exceeding level ten or to imprisonment for a period not exceeding two years or to both such fine and such imprisonment. [Section as amended by Act No. 22 of 2001]