Companies Act 2014

1361.

Local offers

1361. (1) F481 [ An offeror shall not publish an offering document, prepared for a local offer, unless that offering document contains the following statements in print in clearly legible type: ]

F481 [ (a) on the front page or otherwise in a prominent position:

This document,

has not been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 or any measures made under that Regulation or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Regulation or those measures,

has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state,

and therefore may not contain all the information required where a document is prepared pursuant to that Regulation or those laws. ; ]

(b) elsewhere in the offering document:

(i) where the offering document contains information on past performance:

Past performance may not be a reliable guide to future performance. ”;

(ii) where the offering document contains information on simulated performance:

Simulated performance may not be a reliable guide to future performance. ”;

(iii) “ Investments may fall as well as rise in value.”;

(iv) where securities are described as being likely to yield income or as being suitable for an investor particularly seeking income from his or her investment, and where the income from the securities can fluctuate:

Income may fluctuate in accordance with market conditions and taxation arrangements. ”;

(v) where the primary market for the securities or the currency of the underlying business is in a currency other than euro:

Changes in exchange rates may have an adverse effect on the value, price or income of the securities. ”;

(vi) where the securities do not constitute a readily realisable investment:

It may be difficult for investors to sell or realise the securities and/or obtain reliable information about their value or the extent of the risks to which they are exposed. ”.

(2) Any requirement of subsection (1) as to the inclusion of a particular statement in an offering document shall be regarded as satisfied if words substantially to the effect of that statement are instead included in that document.

F481 [ (3) An offeror who contravenes subsection (1) shall be guilty of a category 3 offence. ]

(4) No offering document prepared for a local offer shall be issued by or on behalf of a PLC or in relation to an intended PLC unless, on or before the date of its publication, a copy of the offering document has been delivered to the Registrar.

F482 [ (5) An offeror shall not publish an offering document, prepared for a local offer, which is misleading as regards the past performance or possible future performance of the security to which the offering document relates.

(6) An offeror shall not publish an offering document, prepared for a local offer, that includes information in relation to

(a) the past performance of the security to which the offering document relates, or

(b) the business to which the security relates,

which misrepresents the performance of that security or that business.

(7) An offeror shall not publish an offering document, prepared for a local offer, that describes the security to which the offering document relates as being guaranteed or partially guaranteed, unless there is in place a guarantee satisfying the following conditions:

(a) the guarantee is provided by a person other than

(i) the issuer of that security, or

(ii) the offeror of that security, if this is not the issuer;

(b) the guarantee is enforceable by a purchaser of that security;

(c) the terms of the guarantee are consistent with those of the guarantee or partial guarantee described in the offering document.

(8) An offeror shall not publish an offering document, prepared for a local offer, where the liability of

(a) the issuer of the security to which the offering document relates,

(b) in a case in which the issuer of the security to which the offering document relates is a body corporate, a person who is a director of that body corporate, or

(c) an advisor named in the offering document,

arising out of or in connection with the purchase of the security to which the offering document relates is limited, unless the offering document specifies the nature and extent of the limitation.

(9) An offeror who contravenes subsection (5) , (6) , (7) or (8) shall be guilty of a category 3 offence. ]

Annotations

Amendments:

F481

Substituted (18.12.2019) by Finance (Tax Appeals and Prospectus Regulation) Act 2019 (39/2019), s. 21(a), (b), S.I. No. 671 of 2019, subject to transitional provisions in s. 25.

F482

Inserted (18.12.2019) by Finance (Tax Appeals and Prospectus Regulation) Act 2019 (39/2019), s. 21(c), S.I. No. 671 of 2019, subject to transitional provisions in s. 25.