ADVOKS GLOBAL · KENYA
Prevention of Fraud (Investments) Act
8. Saving for certain transactions
Edition: 2023-12-11 · Not commenced
8. Saving for certain transactions
(1)The restrictions imposed by section 7 of this Act in relation to dealing in securities shall not apply to the doing of anything by, or on behalf of—(a)the Central Bank of Kenya, any statutory corporation, any exempted dealer or any co-operative society or building society; or(b)any person acting in the capacity of manager or trustee of a unit trust.(2)For the purpose of determining whether or not a person has contravened any of the restrictions imposed by section 7 of this Act, no account shall be taken of his having done, whether as principal or agent, any of the following things:(a)effecting transactions with, or through the agency of—(i)any of the persons mentioned in subsection (1) of this section or a person acting on behalf of a person so mentioned; or(ii)the holder of a licence;(b)issuing any prospectus to which—(i)section 40 of the Companies Act (Cap. 486) applies or would apply if not excluded by paragraph (b) of subsection (6) of that section; or(ii)section 376 of the Companies Act (Cap. 486) applies or would apply if not excluded by paragraph (b) of subsection (5) of that section;(c)issuing any document relating to securities of a corporation incorporated in Kenya but which is not registered under the Companies Act (Cap. 486), being a document which—(i)would if the corporation were so registered, be a prospectus to which section 40 of the said Act applies or would apply if not excluded by paragraph (b) of subsection (6) of that section; and(ii)contains all the matters and is issued with the consents which, by virtue of sections 376 and 377 of the said Act, it would have to contain and be issued with if the corporation were a company incorporated outside Kenya, and the document were a prospectus issued by that company;(d)issuing any form of application for shares in, or debentures of, a corporation together with—(i)a prospectus which complies with the requirements of section 40 of the Companies Act (Cap. 486), or is not required to comply therewith because excluded by paragraph (b) of subsection (6) of that section, or complies with the requirements of Part X of that Act relating to prospectuses and is not issued in contravention of section 377 of that Act; or(ii)in the case of a corporation incorporated in Kenya which is not registered under the Companies Act (Cap. 486), a document containing all the matters, and issued with the consents, mentioned in subparagraph (ii) of paragraph (c) of this subsection, or of his having, as a principal, acquired, subscribed for or underwritten securities, or effected transactions with a person whose business involves the acquisition and disposal, or the holding, of securities whether as a principal or as an agent.(3)Nothing in this section shall be construed as authorizing any person to hold himself out as carrying on the business of dealing in securities.