C2Part VI Official Listing
F4Compensation for false or misleading statements etc
S. 90 cross-heading substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 4
C190F1Compensation for statements in listing particulars or prospectus
1
Any person responsible for listing particulars is liable to pay compensation to a person who has—
a
acquired securities to which the particulars apply; and
b
suffered loss in respect of them as a result of—
i
any untrue or misleading statement in the particulars; or
ii
the omission from the particulars of any matter required to be included by section 80 or 81.
2
Subsection (1) is subject to exemptions provided by Schedule 10.
3
If listing particulars are required to include information about the absence of a particular matter, the omission from the particulars of that information is to be treated as a statement in the listing particulars that there is no such matter.
4
Any person who fails to comply with section 81 is liable to pay compensation to any person who has—
a
acquired securities of the kind in question; and
b
suffered loss in respect of them as a result of the failure.
5
Subsection (4) is subject to exemptions provided by Schedule 10.
6
This section does not affect any liability which may be incurred apart from this section.
7
References in this section to the acquisition by a person of securities include references to his contracting to acquire them or any interest in them.
8
No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company’s securities—
a
if he were responsible for those particulars; or
b
if he is responsible for them, which he is entitled to omit by virtue of section 82.
9
The reference in subsection (8) to a person incurring liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.
10
“Listing particulars”, in subsection (1) and Schedule 10, includes supplementary listing particulars.
F211
This section applies in relation to a prospectus as it applies to listing particulars, with the following modifications—
a
references in this section or in Schedule 10 to listing particulars, supplementary listing particulars or sections 80, 81 or 82 are to be read, respectively, as references to a prospectus, supplementary prospectus and sections 87A, 87G and 87B;
b
references in Schedule 10 to admission to the official list are to be read as references to admission to trading on a regulated market;
c
in relation to a prospectus, “securities” means “transferable securities”.
12
A person is not to be subject to civil liability solely on the basis of a summary in a prospectus unless the summary is misleading, inaccurate or inconsistent when read with the rest of the prospectus; and, in this subsection, a summary includes any translation of it.
F590ZAF5Liability for key investor information
1
A person is not to be subject to civil liability solely on the basis of the key investor information produced in relation to a collective investment scheme or a sub-fund of such a scheme in accordance with rules or other provisions implementing Chapter IX of the UCITS directive, or of any translation of that information, unless the key investor information is misleading, inaccurate or inconsistent with the relevant parts of the prospectus published for that collective investment scheme or sub-fund in accordance with rules made by the Authority under section 248 of this Act.
2
In this section, a reference to a sub-fund of a collective investment scheme is a reference to a part of the property of the collective investment scheme which forms a separate pool where—
a
the collective investment scheme provides arrangements for separate pooling of the contributions of the participants and the profits and income out of which payments are made to them; and
b
the participants are entitled to exchange rights in one pool for rights in another.
F6F390AF6Liability of issuers in connection with published information
Schedule 10A makes provision about the liability of issuers of securities to pay compensation to persons who have suffered loss as a result of—
a
a misleading statement or dishonest omission in certain published information relating to the securities, or
b
a dishonest delay in publishing such information.
90BPower to make further provision about liability for published information
1
The Treasury may by regulations make provision about the liability of issuers of securities traded on a regulated market, and other persons, in respect of information published to holders of securities, to the market or to the public generally.
2
Regulations under this section may amend any primary or subordinate legislation, including any provision of, or made under, this Act.
Pt. 6 (ss. 72-103) applied (with modifications) (1.12.2001) by S.I. 1995/1537, Sch. 4 (as amended (1.12.2001) by S.I. 2001/3649, arts. 1, 511)