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Description

Did wrongfully and unlawfully issue, distribute or deliver, or cause to be issued, distributed, or delivered a form of application for shares in and debentures of Durban Medico, which form was not attached to a prospectus complying with the requirements of sec. 77 of the Companies Act.

I have come to the conclusion that there is no evidence upon which a reasonable man, acting carefully, could conclude that the invitation here in question, namely that contained in the brochure, was other than one which “can properly be regarded, in all the circumstances, as not being calculated to result directly or indirectly in the shares or debentures becoming available for subscription by persons other than those receiving the offer or invitation” in terms of sec. 84 bis (2) of the Act. In truth my conclusion goes further and is that the evidence shows, on a preponderance of probability, that the offer can properly be regarded as is set out in the words in quotation marks just quoted from sec. 84 bis (2).