Companies Act 2014

1351.

Restriction of liability where non-equity securities solely involved

1351. Where a prospectus is issued solely in respect of non-equity securities—

(a) only—

(i) the offeror or the person who has sought the admission of the securities to which the prospectus relates to trading on a regulated market; and

(ii) subject to, and to the extent provided in, paragraph (c), the guarantor (if any);

and no other person referred to in section 1349 shall be liable under that section in the circumstances in which that section applies unless—

(I) the prospectus expressly provides otherwise; or

(II) that other such person is convicted on indictment of an offence created by F478 [ the Domestic Regulations ] or an offence under section 1357 in respect of the issue of that prospectus;

(b) neither section 223 (1) nor 226(1) shall apply to the directors or secretary of the issuer to the extent that such application would thereby impose a liability under section 1349 on such directors or secretary; and

(c) no liability shall attach under section 1349 to a guarantor of such securities save in respect of statements included in, or information omitted from, the prospectus that relate to the guarantor or the guarantee given by the guarantor.

Annotations

Amendments:

F478

Substituted (18.12.2019) by Finance (Tax Appeals and Prospectus Regulation) Act 2019 (39/2019), s. 18, S.I. No. 671 of 2019, subject to transitional provisions in s. 25.