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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 37

Forecasts of profits
37. (1) Subject to this section, where-

   (a)  a person proposes, or 2 or more persons together propose, to dispatch
        a take-over offer, or to cause a take-over announcement to be made, in
        respect of shares in a company; or

   (b)  a person has, or 2 or more persons together have, dispatched a
        take-over offer, or caused a take-over announcement to be made, in
        respect of shares in a company and the period during which the
        take-over offer remains open, or the offers constituted by the
        take-over announcement remain open, has not expired, the person, or
        either or any of those persons, or a person associated with the person
        or with either or any of those persons, or, if the person or either or
        any of those persons or any person associated with the person or with
        either or any of those persons is a corporation, an officer of the
        corporation or a person associated with such an officer, shall not
        make or issue, or cause to be made or issued, any statement to the
        public or to all or any members of the target company (including a
        statement included in a Part A statement or a Part C statement but not
        including a statement made or issued solely to officers of or advisers
        to the target company) that contains a forecast in respect of the
        profits or profitability of the target company or, if the person or
        either or any of those persons or any person associated with the
        person or with either or any of those persons is a corporation, a
        forecast in respect of the profits or profitability of that
        corporation.

(2) Subject to this section, where-

   (a)  the directors of a company have reason to believe that a person
        proposes, or 2 or more persons together propose, to dispatch a
        take-over offer, or to cause a take-over announcement to be made, in
        respect of shares in the company; or

   (b)  a person has, or 2 or more persons together have, dispatched a take-
        over offer, or caused a take-over announcement to be made, in respect
        of shares in a company and the period during which the take-over offer
        remains open, or the offers constituted by the take-over announcement
        remain open, has not expired, the target company or a person
        associated with the target company or with an officer of the
        target company, or, if a person associated with the target company is
        a corporation, an officer of that corporation, or a person associated
        with such an officer, shall not make or issue, or cause to be made or
        issued, any statement to the public or to all or any members of the
        target company (including a statement included in a Part B statement
        or a Part D statement but not including a statement made or issued
        solely to officers of or advisers to the target company) that contains
        a forecast in respect of the profits or profitability of the
        target company, or, if the person or either or any of the persons
        referred to in paragraph (a) or (b) or any person associated with the
        person or with either or any of those persons is a corporation, a
        forecast in respect of the profits or profitability of that
        corporation.

(3) Nothing in sub-section (1) or (2) applies in relation to a statement that-

   (a)  is in writing; and

   (b)  is issued with the consent in writing of the Commission and in
        accordance with such conditions (if any) as are specified by the
        Commission.

(4) A reference in this section to a forecast in respect of the profits or
profitability of a company or other corporation includes a reference to a
forecast in respect of the profits or profitability of any business or income-
producing activity of a kind engaged in by that company or other corporation
or of any industry of which a business or income-producing activity engaged in
by that company or other corporation forms part. 


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