The Public Offers and Admissions to Trading Regulations 2024

Statements believed to be true

2.—(1) In this paragraph “ statement” means—

(a) any untrue or misleading statement in a prospectus, or

(b) the omission from a prospectus of any matter required to be included by regulation 23.

(2) A person (D) does not incur any liability under regulation 30(1) for loss caused by a statement if D satisfies the court—

(a) that, at the time when the prospectus was published, D reasonably believed, having made such enquiries (if any) as were reasonable, that—

(i) the statement was true and not misleading, or

(ii) the matter whose omission caused the loss was properly omitted, and

(b) that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are—

(a) that D continued in that belief until the time when the transferable securities in question were acquired;

(b) that they were acquired before it was reasonably practicable to bring a correction to the attention of persons likely to acquire them;

(c) that, before the transferable securities were acquired, D had taken all such steps as it was reasonable for D to have taken to secure that a correction was brought to the attention of those persons;

(d) that D continued in that belief until after the commencement of dealings in the transferable securities following their admission to trading and they were acquired after such a lapse of time that D ought in the circumstances to be reasonably excused.