Part VI

Official Listing
Compensation for false or misleading statements
etc

Compensation for statements in listing particulars or prospectus
90
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.
11
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
Articles 6 and 14(2), Article 23 and Article 18 of the prospectus regulation
;
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”.
11A
In subsection (11)(a) “supplementary prospectus” includes, where final terms (see Article 8 of the prospectus regulation) are contained in a separate document that is neither a prospectus nor a supplementary prospectus, that separate document.
12
A person is not to be subject to civil liability solely on the basis of a summary in a prospectus unless the summary, when read with the rest of the prospectus—
a
is misleading, inaccurate or inconsistent; or
b
does not provide key information
specified by Article 7 of the prospectus regulation
,
and in this subsection a summary includes any translation of it.
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)
S. 90 restricted (1.12.2001) by S.I. 2001/2957, arts. 1, 7(3); S.I. 2001/3538, art. 2(1)
S. 90(11)(12) inserted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 6(2)
S. 90 cross-heading substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 4
S. 90 words in heading substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 5
Words in s. 90(11)(a) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 25(2) (with reg. 40)
S. 90(11A) inserted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 25(3) (with reg. 40)
S. 90(12) substituted (1.7.2012) by The Prospectus Regulations 2012 (S.I. 2012/1538), regs. 1(1), 7
Words in s. 90(12)(b) substituted (21.7.2019) by The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019 (S.I. 2019/1043), regs. 1(1), 25(4) (with reg. 40)
Pt. 6 modified (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 73 (as amended by S.I. 2019/1234, regs. 1(2), 23 and with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2)))); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 90 heading omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 8(2) (with regs. 48-50)
S. 90(11)(11A)(12) omitted (30.1.2024 for specified purposes) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 8(3) (with regs. 48-50)