333 Exemption in respect of transfer duty Notwithstanding anything contained in any law, whenever a foreign company satisfies the court that— (a ) it carries on its principal business within Zimbabwe; and (b ) the company is about to be or is being wound up voluntarily in its country of incorporation for the purpose of transferring the whole of its business and property wherever situate t o a company which will be or has been registered under this Act, hereinafter referred to as the new company, for the purpose of acquiring such business and property; and (c) the sole consideration for such transfer is the issue to the members of the foreign company of shares in the new company in proportion to their shareholdings in the foreign company; and (d ) no shares in the new company will be available for issue to any persons other than the members of the foreign company; the court may, subject to the certificate of the Registrar that— (i) the foreign company is being wound up voluntarily for the said purpose; and (ii) a company has been registered under this Act for the said purpose; and (iii) the members of the foreign company have had issued to them the shares in the new company to which they are entitled; order that no duty shall be payable in respect of the transfer of immovable property from the foreign company to the company so registered. Prospectuses 334 Provisions with respect to prospectus of foreign company (1 ) No person shall— (a ) issue, circulate or distribute in Zimbabwe any prospectus offering for subscription shares in or debentures to prospectus of a foreign company, whether the foreign company has or has not been established or when formed will or will not establish a place of business in Zimbabwe, unless— (i) before the issue, circulation or distribution of the prospectus in Zimbabwe a copy thereof, certified by the chairman and two other directors of the foreign company or by all directors of the company if the number is certified to be less than three as having been approved by resolution of the managing body, has been delivered for registration to the Registrar; and (ii) the prospectus states on the face of it that the copy has been so delivered; and (iii) the prospectus is dated; and (iv) the prospectus otherwise complies with this section and section three hundred and thirty-five; or (b ) issue to any person in Zimbabwe a form of application for shares in or debentures of such a foreign company or intended foreign company as aforesaid, unless the form is attached to a prospectus which complies with this section and section three hundred and thirty-five: Provided that this provision shall not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures. (2 ) This section shall apply to a prospectus or form of application whether issued on or with reference to the formation of a foreign company or subsequently. (3 ) Where any document by which any shares in or debentures of a foreign company are offered for sale to the public would, if the foreign company had been a company within the meaning of this Act, have been deemed by virtue of section sixty-one to be a prospectus issued by the foreign company, that document shall be deemed to be, for the purpose of this section, a prospectus issued by the foreign company. (4 ) An offer of shares or debentures for subscription or sale to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this section. (5 ) Section fifty -eight shall extend to every prospectus to which this section applies. (6 ) Subparagraphs (iii) and (iv) of paragraph (a) and paragraph (b) of subsection (1) and subsections (2) to (4) shall not apply to the issue only to existing members or debenture holders of a foreign company, of a prospectus or form of application relating to shares in or debentures of the foreign company, whether an applicant for such shares or debentures will or will not have the right to renounce in favour of other persons. (7 ) Any person who is knowingly responsible for the issue, circulation or distribution of any prospectus or for the issue of a form of application for shares or debentures in contravention of any of this section shall be guilty of an offence and liable to a fine not exceeding level eleven 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]