Provided that this subsection shall not apply— (a ) if the shares to which the offer or invitation or material relates are shares which are quoted on, or in respect of which permission to deal has been granted by, a securities exchange registered under the Securities Act [ Chapter 24:25] or a stock exchange of good repute outside Zimbabwe, and the person making the offer or invitation or publishing the material so states in writing specifying the stock e xchange; or [Paragraph as amended by section 120 of Act No. 17 of 2004] (b ) if the shares in question are shares which a company has allotted or agreed to allot with a view to their being offered for sale to the public; or (c) if the offer or invitation is made or the material is published only to persons whose ordinary business or part of whose ordinary business it is to deal in shares or debentures whether as principals or agents; or (d ) to an offer for sale to the public of or an invitation to the public to tender for un quoted shares made in the course of winding up a company in liquidation or in a deceased, insolvent or assigned estate or in an estate held under curatorship or in execution of a judgment of any competent court; or (e) to an offer or invitation made in respect of unquoted shares by a person who is at the time of the offer or invitation the bona fide registered beneficial owner of them. (3 ) The said statement shall contain particulars with respect to the following matters— (a ) whether the person making the offer is acting as principal or agent, and if as agent the name of his principal and an address in Zimbabwe where that principal can be served with pro cess and the nature and extent of the remuneration received or receivable by the agent for his services; (b ) the date on which and the country in which the company was incorporated and the address of its registered or principal office in Zimbabwe or, if none, the address of its principal office outside Zimbabwe; (c) the authorized share capital of the company and the amount thereof which has been issued, the classes into which it is divided and the rights of each class of members in respect of capital, dividends and vo ting and the number and amount of shares issued for cash and the number and amount thereof issued for a consideration other than cash, giving the dates on which and the prices at which or the consideration for which such shares were issued; (d ) the dividends, if any, paid by the company on each class of shares during each of the five financial years immediately preceding the offer or such lesser period as the company may have operated and, with respect to the rates of such dividends, particulars of each such class of shares on which such dividends have been paid, and if no dividend has been paid in respect of shares of any particular class during any of those years, a statement to that effect; (e) the total amount of any debentures issued by the company and outstanding at the date of the statement, together with the rate of interest payable thereon; (f) the names and addresses of the directors of the company; (g ) whether or not the shares offered are fully paid up and, if not, to what extent they are paid up; (h ) whether or not the shares are quoted on, or permission to deal therein has been granted by, a securities exchange registered under the Securities Act [Chapter 24:25]or any stock exchange outside Zimbabwe, and, if so, which, and, if not, a statement that they are not so quoted or that no such permission has been granted; (i) if the offer relates to units, particulars of the names and addresses of the persons in whom the shares represented by the units are vested, the date of and the parties to any document defining the terms on which those shares are held and an address in Zimbabwe where that document or a copy thereof can be inspected; (j) particulars of the dates on which and the prices at which the shares offered were— (i) originally issued by the company; and (ii) acquired by the person making the offer, or by his principal, giving the reasons for any difference between such prices and the prices at which the shares are being offered. In this subsection the expression “company” means the company by which shares to which a statement relates were or are to be issued. (4 ) If any person contravenes this section 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. (5 ) If a person convicted of an offence under this section is a company, whether a company within the me aning of this Act or not, every director of the company shall be guilty of the like offence and subject to the like penalties unless he proves that the act constituting the offence took place without his knowledge or consent. (6 ) In this section, unless the context otherwise requires, the expression “offer” includes an invitation to make an offer, the expression “shares” means the shares of a company, whether a company within the meaning of this Act or not, and includes debentures and units, and the expression “unit” means any right or interest, by whatever name called, in a share, and for the purposes of this section a person shall not, in relation to a company, be