The Public Offers and Admissions to Trading Regulations 2024

PART 3 Further exemption relating to forward-looking statement

“Protected forward-looking statement”

10.—(1) For the purposes of this Part of this Schedule, a forward-looking statement in a prospectus is “a protected forward-looking statement” if it—

(a) is of a kind specified by the FCA for the purposes of this paragraph in the appropriate rules, and

(b) is accompanied by a statement, in such form as may be required by the appropriate rules, which identifies the statement as a protected forward-looking statement for the purposes of this Part of this Schedule.

(2) In paragraph (1)—

“the appropriate rules” means—

(i)

in relation to a regulated market, regulated market admission rules, and

(ii)

in relation to a primary MTF, rules made by virtue of regulation 15;

“forward-looking statement” includes—

(i)

a statement containing a projection, estimate, forecast or target,

(ii)

a statement giving guidance,

(iii)

a statement of opinion as to future events or circumstances, or

(iv)

a statement of intention.

Exemption from liability

11.—(1) Unless the condition in sub-paragraph (2) is met, a person responsible for a prospectus (R)—

(a) does not incur any liability under regulation 30(1) or (5) in respect of any loss caused by a protected forward-looking statement, and

(b) is not subject to any other liability in respect of any loss caused by such a statement.

(2) The condition is that, at any time in the relevant period, R—

(a) knew the protected forward-looking statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or

(b) knew the omission from the protected forward-looking statement to be a dishonest concealment of a material fact.

(3) A person (P) who is not among those responsible for a prospectus but would apart from this sub-paragraph have any liability to a person other than the issuer in respect of loss caused by a protected forward-looking statement in the prospectus has no such liability unless at any time in the relevant period, P—

(a) knew the protected forward-looking statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or

(b) knew the omission from the protected forward-looking statement to be a dishonest concealment of a material fact.

(4) “The relevant period” is the period beginning with the time when the prospectus is published and ending with the later of—

(a) the closure of the offer to which the prospectus relates, and

(b) the commencement of dealings in the transferable securities following their admission to trading on the regulated market or primary MTF.

(5) For the purposes of sub-paragraph (2)(b) and (3)(b), 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 regulated market or primary MTF in question, and

(b) the person was aware (or must be taken to have been aware) that it was so regarded.

(6) In sub-paragraphs (1) and (3) the reference to liability, in relation to a person, includes a reference to another person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

(7) This paragraph does not affect—

(a) civil liability under rules made under section 954 of the Companies Act 2006 (compensation),

(b) liability to a civil penalty,

(c) criminal liability,

(d) the powers conferred by section 382 and 384 of FSMA 2000 (powers of the court to make a restitution order and of the FCA to require restitution), or

(e) any rights conferred as a result of rules made by virtue of regulation 32.

(8) This paragraph does not limit the application of Part 2 of this Schedule in relation to loss caused by a protected forward-looking statement.