54 Matters to be stated and reports to be set out in prospectus (1 ) Every prospectus issued by or on behalf of a company or on behalf of any person who is or has been e ngaged or interested in the formation of the company shall be in the English language and must state the matters specified in Parts I and II of the Fourth Schedule and set out— (a ) the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule; (b ) the report of any expert who is mentioned in the prospectus or an abstract from such report certified by the expert as truly conveying the substance of his report and of his opinions and conclusions. (2 ) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void. (3 ) It shall not be lawful to issue, distribute or deliver or cause to be issued, distributed or delivered any form of ap plication for shares in or debentures of a company unless the form is issued with and attached to a prospectus which complies with the requirements of this section: Provided that this subsection shall not apply if it is shown that the form of application was issued either — (a ) in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (b ) in relation to shares or debentures which were not offered to the public. If any person contravenes this subsection he shall be guilty of an offence and liable 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. (4 ) In the event of non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non -compliance or contravention if— (a ) as regards any matter not disclosed, he proves that he was not cognizant thereof; or (b ) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or (c) the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused: Provided that, in the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 15 of the Fourth Schedule, no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed. (5 ) Any person who becomes a director of a company after the issue of any prospectus by or on behalf of that company and prior to the first general meeting of the company at which directors are elected or appointed shall be deemed to be a person responsible for the prospectus and to have incurred liability in the same manner as a director or a proposed director who has signed the prospectus or on whose behalf the prospectus was signed by an agent. (6 ) This section shall not apply to — (a ) the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or (b ) the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a securities exchange registered under the Securities Act [Chapter 24:25] or on a stock exchange of good repute outside Zimbabwe; [Paragraph as amended by section 120 of Act No. 17 of 2004] but, subject as aforesaid, this section shall apply to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently. (7 ) Nothing in this section shall limit or diminish any liability which any person may incur under the co mmon law or this Act apart from this section. (8 ) Every newspaper or other advertisement whatsoever offering or calling attention to an offer or intended offer of shares in or debentures of a company to the public for subscription or purchase shall be deemed to be a prospectus issued by the person responsible for publishing or disseminating the advertisement (and all enactments and rules of law as to the contents of prospectuses and as to liability in respect of statements in and omissions from prospectuses or otherwise relating to prospectuses shall apply and have effect accordingly), unless it contains a statement as to the places at and times during which copies of the prospectuses may be obtained and no more than the following— (a ) the number and description of the shares or debentures concerned; (b ) the name and date of registration of the company; (c) the general nature of the main business or proposed main business of the company;