# Meaning of 'Public' and 'Issue' in Prospectus Context
The penal and disclosure provisions on prospectus apply only when a prospectus has been ISSUED to the PUBLIC. Two questions therefore arise:
## Question 1 — What Constitutes 'Public'?
### Rule
- The term 'public' is not restricted to the public at large.
- It includes any section of the public, irrespective of how that section is selected.
- Public = persons not personally known to the promoter, as distinguished from his own friends, relatives, connections, and acquaintances.
### Leading Case — Re, South of England Natural Gas and Petroleum Co. Ltd.
Facts:
- 3,000 copies of a document offering shares were circulated.
- The document was headed "For Private Circulation Only".
- The copies were circulated only to members of certain gas companies.
Legal Question: Was the document a prospectus? Did it need to contain particulars required by the Act?
Decision: Although the offer was to a limited class, it was nonetheless an offer to the public in any sense, because the persons in that limited class were members of the public (not personally known to the promoters). Therefore the document was a prospectus and had to contain the particulars required by the Act.
Takeaway: A label such as "For Private Circulation Only" does not convert a public offer into a private one. The test is the relationship between offerer and offerees, not the label.
## Question 2 — Does a Single Private Communication Amount to an 'Issue'?
### Rule
- The term 'issue' is NOT satisfied by a single private communication.
- There must be some measure of publicity, however modest.
- A purely private communication is not open and does not constitute a prospectus.
### Leading Case — Nash v. Lynde
A single private communication is not an issue. The provisions of the Act relating to prospectus are not attracted.
## Combined Test for Prospectus Provisions to Apply
| Element | Required? |
|---|---|
| Audience = section of public (strangers, not personal connections) | YES |
| Some measure of publicity | YES |
| Whether labeled 'Private' | IRRELEVANT |
| Single private letter to one acquaintance | NO — provisions don't apply |
## Memory Hook
"South of England — any section of public counts; Nash v. Lynde — a single private note is not an issue."