Companies Act 2014

1356.

Penalties on conviction on indictment and defences in respect of certain offences

1356. (1) A person who is guilty of an offence created by Irish prospectus law (being an offence expressed by that law to be an offence to which this section applies) shall, without prejudice to any penalties provided by that law in respect of a summary conviction for the offence, be liable, on conviction on indictment, to a fine not exceeding €1,000,000 or imprisonment for a term not exceeding 5 years or both.

(2) In any proceedings against a person in respect of an offence created by Irish prospectus law, it shall be a defence to prove—

(a) as regards any matter not disclosed in the prospectus concerned, that the person did not know it; or

(b) the contravention arose from an honest mistake of fact on the person’s part; or

(c) the contravention was in respect of matters which, having regard to the circumstances of the case, was immaterial or as respects which, having regard to those circumstances, the person ought otherwise reasonably to be excused.

Annotations:

Modifications (not altering text):

C181

Application of section extended (21.07.2019) by European Union (Prospectus) Regulations 2019 (S.I. No. 380 of 2019), reg. 33(8), in effect as per reg. 1(2).

Certain offences and penalties generally

33. (1) Where a person has been convicted of an offence under these Regulations, the person shall be guilty of a further offence on each day on which the contravention of which the first-mentioned offence consists continues after the person’s having been so convicted and in respect of each such further offence shall be liable, on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both.

(2) Where an offence under these Regulations is committed by a body corporate and is proved to have been so committed with the consent or connivance of any person, being a director, manager, secretary or other officer of the body corporate, or a person who was purporting to act in such capacity, that person shall, as well as the body corporate, be guilty of an offence and shall be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

(3) A person who is guilty of an offence under these Regulations, other than an offence under paragraph (1), shall be liable on summary conviction to a class A fine or imprisonment for a term not exceeding 12 months or both.

(4) An issuer or offeror who offers securities to the public in contravention of Article 3(1) of the Prospectus Regulation, where that offer is not exempt, under Article 1(4) of the Prospectus Regulation or Regulation 3(1), from the obligation to publish a prospectus, shall be guilty of an offence.

(5) A person who has securities admitted to trading on a regulated market in contravention of Article 3(3) of the Prospectus Regulation shall be guilty of an offence.

(6) A market operator that admits securities to trading in circumstances where it knows that that admission involves a contravention of Article 3(3) of the Prospectus Regulation shall be guilty of an offence.

(7) A market operator in the State shall be entitled to rely on a copy of a notification of the decision to approve a prospectus under Article 20 of the Prospectus Regulation as evidence of compliance of the prospectus with Article 3(3) of the Prospectus Regulation.

(8) Each of the following is an offence to which section 1356 of the Act of 2014 applies:

(a) an offence under paragraph (4);

(b) an offence under paragraph (5);

(c) an offence under paragraph (1) or (2) that relates to an offence referred to in subparagraph (a) or (b).