Liability of issuer for misleading statement or dishonest omission
(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—
(a) acquires, continues to hold or disposes of the securities in reliance on published information to which this Schedule applies, and
(b) suffers loss in respect of the securities as a result of—
(i) any untrue or misleading statement in that published information, or
(ii) the omission from that published information of any matter required to be included in it.
(2) The issuer is liable in respect of an untrue or misleading statement only if a person discharging managerial responsibilities within the issuer knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading.
(3) The issuer is liable in respect of the omission of any matter required to be included in published information only if a person discharging managerial responsibilities within the issuer knew the omission to be a dishonest concealment of a material fact.
(4) A loss is not regarded as suffered as a result of the statement or omission unless the person suffering it acquired, continued to hold or disposed of the relevant securities—
(a) in reliance on the information in question, and
(b) at a time when, and in circumstances in which, it was reasonable for him to rely on it.
Liability of issuer for misleading statement or dishonest omission
An issuer of securities to which this Schedule applies is not liable under paragraph 3 to pay compensation to a person for loss suffered as a result of an untrue or misleading statement in, or omission from, published information to which this Schedule applies if—
(a) the published information is contained in listing particulars or a prospectus (or supplementary listing particulars or a supplementary prospectus), and
(b) the issuer is liable under section 90 (compensation for statements in listing particulars or prospectus) to pay compensation to the person in respect of the statement or omission.
Liability of issuer for dishonest delay in publishing information
(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—
(a) acquires, continues to hold or disposes of the securities, and
(b) suffers loss in respect of the securities as a result of delay by the issuer in publishing information to which this Schedule applies.
(2) The issuer is liable only if a person discharging managerial responsibilities within the issuer acted dishonestly in delaying the publication of the information.
Meaning of dishonesty
For the purposes of paragraphs 3(3) and 5(2) a person's conduct is regarded as dishonest if (and only if)—
(a) it is regarded as dishonest by persons who regularly trade on the securities market in question, and
(b) the person was aware (or must be taken to have been aware) that it was so regarded.
Exclusion of certain other liabilities
(1) The issuer is not subject—
(a) to any liability other than that provided for by paragraph 3 in respect of loss suffered as a result of reliance by any person on—
(i) an untrue or misleading statement in published information to which this Schedule applies, or
(ii) the omission from any such published information of any matter required to be included in it;
(b) to any liability other than that provided for by paragraph 5 in respect of loss suffered as a result of delay in the publication of information to which this Schedule applies.
(2) A person other than the issuer is not subject to any liability, other than to the issuer, in respect of any such loss.
(3) This paragraph does not affect—
(a) civil liability—
(i) under section 90 (compensation for statements in listing particulars ...),
(ia) under regulation 30 of the Public Offers and Admissions to Trading Regulations 2024 (compensation for statements in prospectus etc),
(ii) under rules made by virtue of section 954 of the Companies Act 2006 (compensation),
(iii) for breach of contract,
(iv) under the Misrepresentation Act 1967, or
(v) arising from a person's having assumed responsibility, to a particular person for a particular purpose, for the accuracy or completeness of the information concerned;
(b) liability to a civil penalty; or
(c) criminal liability.
(4) This paragraph does not affect the powers conferred by sections 382 and 384 (powers of the court to make a restitution order and of the Authority to require restitution).
(5) References in this paragraph to liability, in relation to a person, include a reference to another person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.
Contains public sector information licensed under the Open Government Licence v3.0 (legislation.gov.uk).
