335 Contents of prospectus (1 ) A prospectus issued, circulated or distributed under section three hundred and thirty-four shall— (a ) contain particulars with respect to the following matters— (i) the instrument constituting or defining the constitution of the foreign company; (ii) the enactments or provisions having the force of an enactment, by or under which the incorporation of the foreign company was effected; (iii) an address in Zimbabwe where the said instrument, enactments or pro visions or copies thereof and, if the same are in a foreign language, a certified translation thereof can be inspected; (iv) the date on which and the country in which the foreign company was incorporated; (v) whether the foreign company has established a place of business in Zimbabwe and, if so, the address of its principal office in Zimbabwe: Provided that subparagraphs (i), (ii) and (iii) shall not apply in the case of a prospectus issued more than two years after the date at which the foreign company commenced business in Zimbabwe; (b ) subject to this section, state the matters specified in Part I and set out the reports specified in Part II, subject always to Part III, of the Fourth Schedule: Provided that in paragraph 2 of the said Schedule a reference to the constitution of the company shall be substituted for the reference to the articles. (2 ) Any condition requiring or binding any applicant for shares or debentures 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 ) 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 were 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 co ntained 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. (4) Nothing in this section or section three hundred and thirty-four shall limit or diminish any liability which any person may incur under the common law or this Act, apart from this section. 336 Provisions as to expert’s consent and allotment (1 ) A prospectus shall be deemed not to comply with sections three hundred and thirty-four and three hundred and thirty-five— (a ) if, where it includes or refers to a statement purporting to be made by an expert, he has not given or has before delivery of a copy of the prospectus for registration withdrawn his written consent to the issue of the prospectus with the statement or reference in the form and context in which it is included and there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as aforesaid; or (b ) if it does not have the effect, where an application is made in pursuance thereof, of rendering all persons concerned bound by section sixty-nine so far as applicable. (2 ) The requirements of subsection (1) of section three hundred and thirty-four for delivery of a copy of the prospectus to the Registrar before the prospectus is issued, circulated or distributed in Zimbabwe shall be deemed not to be satisfied unless there is endorsed on or attached to the copy so delivered— (a ) any consent required by the foregoing subsection to the issue of the prospectus; and (b ) the written consent so to act of any person named in the prospectus as the legal practitioner, auditor, banker or broker of the company; and (c) a copy of any contract required by paragraph (b) of subsection (1) of section three hundred and thirtyfour and 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 (d ) where the person making any report required by paragraph (b ) of subsection (1) of section three hundred and thirty four to be set out in the prospectus has made in the report, or has without giving the reasons indicated in the report any such adjustments as are mentioned in this Act relating to such reports, a written statement signed by that person setting out the adjustments and giving the reasons therefor. (3 ) Where any such contract as is mentioned in paragraph (c) of subsection (2) is wholly or partly in a foreign language, the reference in that paragraph to a copy of the contract shall be taken as a reference to a copy of a certified translation thereof.