After Article 10 [Article 10 was substituted by the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)),, Article 25, Schedule 10, Part I.] of the 1986 Order, insert -

"10A. Meaning of "offer to the public"

(1) Any reference in Part V (allotment of shares and debentures) or Part VIII (accounts) to offering shares or debentures to the public is to be read as including a reference to offering them to any section of the public, however selected.

(2) This Article does not require an offer to be treated as made to the public if it can properly be regarded, in all the circumstances -

(a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer; or

(b) as being a domestic concern of the persons receiving and making it.

(3) An offer of shares in or debentures of a private company (other than an offer to which paragraph (5) applies) is to be regarded (unless the contrary is proved) as being a domestic concern of the persons making and receiving it if -

(a) it is made to -

(i) an existing member of the company making the offer;

(ii) an existing employee of that company;

(iii) the widow or widower of a person who was a member or employee of that company;