Form of Statement in Lieu of Prospectus to be Delivered to Registrar by a Company Which does not Issue a Prospectus or Which does not go to Allotment On a Prospectus Issued


Statement in lieu of Prospectus delivered for registration by

[Insert the name of the company.]

Pursuant to section 40 of the Companies Ordinance.

Delivered for registration by  
The nominal share capital of the company. £
Divided into Shares of £ each
Amount (if any) of above capital which consists of redeemable preference shares. Shares of £ each
The date on or before which these shares are, or are liable, to be redeemed.  
Names, descriptions and addresses of directors or proposed directors.  
If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.  
Number and amount of shares and debentures agreed to be issued as fully or partly paid-up otherwise than in cash. The consideration for the intended issue of those shares and debentures. 1. shares of £ fully paid.
  2. shares upon which £ per share credited as paid.
  3. debenture £
  4. Consideration:—
Names and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company.  
Amount (in cash, shares or debentures) payable to each separate vendor.  
Amount (if any) paid or payable (in cash, shares or debentures) for any such property, specifying amount (if any) paid or payable for goodwill. Total purchase price £
  Cash £
  Shares £
  Debentures £
  Goodwill £
Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or Amount paid
  Amount payable
Rate of the commission Rate per cent
The number of shares (if any) which persons have agreed for a commission to subscribe absolutely.  
Estimated amount of preliminary expenses. £
Amount paid or intended to be paid to any promoter. Name of promoter.
Consideration for the payment. Amount £
Dates of, and parties to, every material contract (other than contracts entered into in the ordinary course of the business intended to be carried on by the company or entered into more than two years before the delivery of this statement).  
Time and place at which the contracts or copies thereof may be inspected.  
Names and addresses of the auditors of the company (if any).  
Full particulars of the nature and extent of the interest of every director in the promotion of or in the property proposed to be acquired by the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company.  
If it is proposed to acquire any business, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the three financial years immediately preceding the date of this statement provided that in the case of a business which has been carried on for less than three years and the accounts of which have only been made up in respect of two years or one year the above requirement shall have effect as if references to two years or one year, as the case may be, were substituted for references to three years, and in any such case the statement shall say how long the business to be acquired has been carried on.  

(Signatures of the persons above-named as directors or proposed directors, or of their agents authorized in writing.)


Note.—In this Schedule, “vendor” includes a vendor as defined in Part III of Schedule 3 to the Ordinance, and “financial year” has the meaning assigned to it in that Part of that Schedule.