Companies Act 2014 section 1349

Civil liability for misstatements in prospectus

Section 1349 establishes who can be held civilly liable to pay compensation when a prospectus contains untrue statements or omits information required by EU prospectus law, causing loss to those who purchased securities in reliance on that prospectus.

• Certain key parties — including the issuer, the offeror, anyone who sought admission of the securities to a regulated market, the guarantor, and directors — are liable to compensate investors for losses caused by untrue statements or omissions in a prospectus
• Directors at the time of issue and persons named in the prospectus as directors or prospective directors are also personally liable
• An expert who consented to the inclusion of a statement attributed to them in the prospectus is separately liable for losses caused by any untrue statement purporting to be made by them
• These liability provisions are subject to the exceptions and exemptions set out in sections 1350 and 1351 of the Act