Companies Act 2014 section 1351

Restriction of liability where non-equity securities solely involved

Section 1351 restricts who can be held civilly liable for misstatements in a prospectus when that prospectus relates exclusively to non-equity securities such as bonds or debt instruments.

• Only the offeror (or the person seeking admission of the securities to trading on a regulated market) and, in limited circumstances, the guarantor can be held liable for prospectus misstatements — no other persons ordinarily caught by the general civil liability rules apply.
• Other persons may become liable only if the prospectus expressly provides for their liability, or if they are convicted on indictment of a criminal offence relating to the prospectus under the Domestic Regulations or section 1357.
• Directors and the company secretary of the issuer are shielded from civil liability for prospectus misstatements — the general duties imposed on directors and secretaries do not operate so as to make them liable under the prospectus misstatement provisions.
• A guarantor's liability is confined to statements included in, or information omitted from, the prospectus that relate specifically to the guarantor itself or to the guarantee it has given.