Public offer rule: allotment to many persons treated as public offer only if the company made the offer.
The classification of a transaction as a public offer turns on three operative elements: an offer or invitation, that offer/invitation being made by the company, and its being made to fifty or more persons; absent any one element-particularly where no written or visual communication by the company exists-mere allotment following investor applications does not attract the deeming fiction in section 67(3) or section 73. (AI Summary)