• MKT 4.10 MKT 4.10 Prospectus liability

    • MKT 4.10.1

      (1) For the purposes of section 70(1) of the FSMR, the following Persons are, subject to 4.10.1(2), prescribed as liable for a Prospectus and its content:
      (a) the Issuer;
      (b) the Person making a Prospectus Offer, if it is not the Issuer;
      (c) where the Person in (a) or (b) is a Body Corporate:
      (i) each Person who is a Director of that Body Corporate at the time when the Prospectus Offer is being made; and
      (ii) each Person who has consented to be named, and is named, in the Prospectus as a Director or as having agreed to become a Director of that body either immediately or at a future time,
      unless the Prospectus Offer is in relation to the issue of Debentures;
      (d) each Person who accepts, and is stated in the Prospectus as having accepted responsibility for the Prospectus or for any part thereof;
      (e) each Person who is deemed to accept responsibility for any part of a Prospectus under these Rules;
      (f) if there is a guarantor or obligor in relation to the issue of Securities:
      (i) the guarantor in relation to the information in the Prospectus that relates to the guarantor or its guarantee; or
      (ii) the obligor in relation to the information in the Prospectus that relates to the obligor or its obligations; and
      (g) each Person not falling within any of the foregoing paragraphs who has authorised the contents of the Prospectus or any part thereof.
      (2) If the Prospectus Offer is in relation to the issue of Debentures the Person described in (c) is not, under this Rule, liable for the relevant Prospectus and its contents, unless such Person has accepted responsibility for the Prospectus in accordance with (d).
      (3) A Person who has accepted liability for or authorised only part of the content of any Prospectus under (c) or (d) is liable only for that part and only if it is included substantially in the same form and context as the Person agreed to for inclusion in the Prospectus.
      (4) Nothing in (1) makes a Person liable for any part of a Prospectus by reason only of giving advice as to its content in a professional capacity to a Person specified in (a) to (e).

    • MKT 4.10.2

      (1) For the purposes of liability under section 70(1) of the FSMR, an Expert is a Person accepting responsibility for any statement or report included in whole or in part in a Prospectus if he has given written consent to such inclusion.
      (2) An Expert in (1) is a Person, in relation to a matter, whose profession or reputation gives authority to a statement or report made by him in relation to that matter.

    • MKT 4.10.3

      A Person responsible for making a Prospectus Offer must:

      (1) keep a record of any consent received under Rule 4.10.2(1); and
      (2) include a statement in the Prospectus that the Expert has consented to the inclusion of his statement or report.