Companies Act 2014

1350.

Exceptions and exemptions

1350. F475 [ (1) A person shall not be liable under section 1349 solely on the basis of a summary of a prospectus or the specific summary of an EU Growth Prospectus (including a translation of either such summary), unless

(a) it is misleading, inaccurate or inconsistent when read together with other parts of the prospectus, or

(b) it does not provide, when read together with other parts of the prospectus, key information in order to aid investors when determining whether to invest in the securities concerned. ]

F476 [ (1A) F477 [ ] ]

(2) Subject to subsection (4), a person shall not be liable under section 1349 if he or she proves—

(a) that, having consented to become a director of the issuer, he or she withdrew, in writing, his or her consent before the issue of the prospectus, and that it was issued without his or her authority or consent; or

(b) that the prospectus was issued without his or her knowledge or consent and that, on becoming aware of its issue, he or she forthwith gave reasonable public notice that it was issued without his or her knowledge or consent; or

(c) that after the issue of the prospectus and before the acquisition of securities thereunder by the person referred to in section 1349 , he or she, on becoming aware of any untrue statement therein or omission of material information required by EU prospectus law to be contained therein, withdrew, in writing, his or her consent thereto and gave reasonable public notice of the withdrawal and of the reason therefor; or

(d) that—

(i) as regards—

(I) every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement;

(II) the omission from the prospectus of any information required by EU prospectus law to be contained therein;

he or she had reasonable grounds to believe, and did up to the time of the issue of the securities believe, that the statement was true or that the matter whose omission caused loss was properly omitted; and

(ii) as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he or she had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and, where required by section 1353 , that that person had given his or her consent to the inclusion of the statement in the prospectus and had not withdrawn, in writing, that consent before the publication of the prospectus or, to the defendant’s knowledge, before issue of securities thereunder; and

(iii) as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document.

(3) In subsections (4) and (5)“by reason of the relevant consent”, in relation to an expert, means by reason of his or her having given the consent required of him or her by section 1353 to the inclusion in the prospectus of the statement concerned.

(4) Subsection (2) shall not apply in the case of an expert, by reason of the relevant consent, in respect of an untrue statement purporting to be made by him or her as an expert.

(5) An expert who, apart from this subsection, would be liable under section 1349 , by reason of the relevant consent, in respect of an untrue statement purporting to be made by him or her as an expert shall not be so liable if he or she proves—

(a) that having given his or her consent to the inclusion in the prospectus of the statement, he or she withdrew it in writing before publication of the prospectus; or

(b) that, after publication of the prospectus and before the acquisition of securities thereunder by the person referred to in section 1349 , on becoming aware of the untrue statement, withdrew his or her consent in writing and gave reasonable public notice of the withdrawal and of the reason therefor; or

(c) that he or she was competent to make the statement and that he or she had reasonable grounds to believe and did up to the time of such acquisition of the securities believe that the statement was true.

Annotations

Amendments:

F475

Substituted (18.12.2019) by Finance (Tax Appeals and Prospectus Regulation) Act 2019 (39/2019), s. 17(a), S.I. No. 671 of 2019, subject to transitional provisions in s. 25.

F476

Inserted (21.07.2019) by European Union (Prospectus) Regulations 2019 (S.I. No. 380 of 2019), reg. 40(b), in effect as per reg. 1(2).

F477

Deleted (18.12.2019) by Finance (Tax Appeals and Prospectus Regulation) Act 2019 (39/2019), s. 17(b), S.I. No. 671 of 2019, subject to transitional provisions in s. 25.

Editorial Notes:

E143

Previous affecting provision: subs. (1) substituted (21.07.2019) by European Union (Prospectus) Regulations 2019 (S.I. No. 380 of 2019), reg. 40(a), in effect as per reg. 1(2); substituted as per F-note above.