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Legal Memoranda

Prospectuses and Public Offers by Bermuda Companies

June 2013

This publication has been prepared for the assistance of those who are considering the making of an offer by a Bermuda company of its shares to the public. It deals in broad terms with the requirements of Bermuda law for such offers. It is not intended to be exhaustive but merely to provide brief details and information which we hope will be of use to our clients. We recommend that our clients seek legal advice in Bermuda on their specific proposals before taking steps to implement them.

This publication is concerned, in general, with the offering of shares by an exempted company. The prospectus provisions of the Companies Act 1981 (the “Act”) differ slightly in their application to a local company. In addition, it should be noted that residents of Bermuda may be subject to further restrictions on their ability to subscribe for the shares of exempted companies.

Before proceeding with any such offering, persons are advised to consult their tax, legal and other professional advisers in their relevant jurisdictions.

Copies of the Bermuda Companies Act 1981, as amended, have been prepared and are available on request.


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