The Public Offers and Admissions to Trading Regulations 2024

Compensation for statements in prospectus etc

30.—(1) Any person responsible for a prospectus is liable to pay compensation to a person who has—

(a) acquired transferable securities to which the prospectus applies, and

(b) suffered loss in respect of them as a result of—

(i) any untrue or misleading statement in the prospectus, or

(ii) the omission from the prospectus of any matter that is required to be included by regulation 23.

(2) If a prospectus is required to include information about the absence of a particular matter, the omission from the prospectus of that information is to be treated as a statement in the prospectus that there is no such matter.

(3) Where the appropriate rules require a prospectus to include a summary containing key information, a person is not to be subject to liability solely on the basis of the summary unless the summary, when read with the rest of the prospectus—

(a) is misleading, inaccurate or inconsistent, or

(b) does not provide the key information that is required by the appropriate rules to be included in the summary.

(4) In paragraph (3), “summary” means anything that is described by the appropriate rules as a summary.

(5) Any person who fails to comply with a requirement of the appropriate rules relating to the publication of a supplementary prospectus 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.

(6) In paragraph (5) the reference to a supplementary prospectus includes a reference to—

(a) any document which the appropriate rules provide is to be treated for the purposes of that paragraph as if it were a supplementary prospectus, and

(b) where the final terms of an offer are contained in a separate document that is neither a prospectus nor a supplementary prospectus, that separate document.

(7) In this regulation “prospectus” includes an MTF admission prospectus.

(8) In this regulation “the appropriate rules” means—

(a) in the case of a prospectus relating to admission to trading on a regulated market, regulated market admission rules, or

(b) in the case of an MTF admission prospectus, rules made by the operator of the primary MTF.

(9) In Schedule 2—

(a) Part 1 relates to the interpretation of the Schedule,

(b) Part 2 contains exemptions from liability under paragraphs (1) and (5), and

(c) Part 3 contains exemptions from liability under those paragraphs and from other liability.

(10) This regulation is subject to regulation 31.