a select few, it only takes one of the potential investors to fall outside the private offer exceptions to trigger the requirement for the offer to be accompanied by a registered prospectus. 1 It should be noted that at the time the offers of shares were made in De Alwis there were only the three other categories for private offers, with the close business associates exception being more limited. Under the Securities Amendment Act 2004, the category of offers to relatives or close business associates was expanded to include the reference to "a director of the issuer" and the category referring to offers to persons required to pay a minimum $500,000 subscription was introduced.