Companies Act 2014 section 1350

Exceptions and exemptions

Section 1350 sets out the circumstances in which a person can avoid civil liability for misstatements or omissions in a prospectus, including specific protections for summaries, directors, and experts.

• No liability arises solely from a prospectus summary (or EU Growth Prospectus summary) unless it is misleading, inaccurate, inconsistent with the rest of the prospectus, or fails to provide key information investors need to make their decision.
• Directors and other persons can escape liability by proving they withdrew consent before the prospectus was issued, were unaware of its issue, or acted promptly upon discovering an untrue statement or material omission by publicly withdrawing their consent.
• A person may also avoid liability by showing they had reasonable grounds to believe untrue statements were true, that omitted information was properly omitted, or that expert and official statements were fairly and accurately represented.
• Experts who consented to the inclusion of their statements in a prospectus have separate defences: they can avoid liability by withdrawing consent in writing before publication, by publicly withdrawing consent upon discovering the untruth, or by proving they were competent and had reasonable grounds to believe the statement was true.

---