(2 ) In this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown— (a ) that an offer of the shares or debentures or of any of them for sale to the public was made within six months after the allotment or agreement to allot; or (b ) that at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received. (3 ) Section fifty-four as applied by this section shall have effect as if it required a prospectus to state, in addition to the matters required by that section to be stated in a prospectus— (a ) the net amount of the consideration received or to be received by the company in respect of the shares or debentures to which the offer r elates; and (b ) the place and time at which the contract under the said shares or debentures have been or are to be allotted may be inspected; and section fifty-six as applied by this section shall have effect as though the persons making the offer were persons named in a prospectus as directors of a company. (4 ) Where an offer to which this section relates is made by a company or a partnership it shall be sufficient if the document aforesaid is signed on behalf of the company or partnership by two directors of the company or not less than half of the partners, as the case may be, and any such director or partner may sign by his agent authorized in writing. 62 Interpretation of provisions relating to prospectus In this Act— (a ) a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; (b ) a statement shall be deemed to be included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith; (c) if any matter which ought, under sections fifty-four and fifty-five and the Fourth Schedule or under subsection (3 ) of section sixty-one , to be inserted in a prospectus is omitted therefrom and if such omission is calculated to mislead then the prospectus shall be deemed, in respect of such omission, to be a prospectus in which an untrue statement is included. 63 Construction of references to offering shares or debentures to public (1 ) Any reference in this Act to offering shares or debentures to the public shall, subject to any provision to the contrary contained therein, be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner, and references in this Act or in a company’s articles to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be similarly construed. (2 ) Subsection (1) shall not be taken as requiring any offer or invitation to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving it, and in particular— (a ) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures shall not be taken as prohibiting the making to members or debenture holders of an invitation which can properly be regarded as aforesaid; and (b ) provisions of this Act relating to private companies shall be construed accordingly. 64 Restrictions on offering shares for subscription or sale (1 ) It shall not be lawful for any person to go from house to house, or from farm to farm, offering shares or debentures for subscription or purchase to the public or any member of the public. In this subsection, “house” shall include any office, shop or business premises, save the office or business premises of a person whose ordinary business or part of whose ordinary business it is to deal in shares or debentures, whether as principal or agent. (2 ) No person shall either verbally or in writing, including any newspaper advertisement— (a ) make an offer of shares for sale to the public or any member of the public; or (b ) invite offers from the public or any member of the public to purchase any shares; and no person shall issue, distribute or publish any material which in its form and context is calculated to be understood as an offer or invitation as aforesaid unless the offer, invitation or material is accompanied either by a prospectus complying with this Act or by a written statement containing the particulars required by this section to be included therein. The said statement shall be dated and signed by the person or persons making the offer or invitation or issuing, distributing or publishing the said material and, if such person is a company, by every director thereof: