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| Publication of prospectus. |
80. - (1) If listing rules made under section 79 require a prospectus to be published before particular new securities are admitted to the official list, it is unlawful for any of those securities to be offered to the public in the United Kingdom before the required prospectus is published.
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(2) An authorised person who contravenes subsection (1) is to be treated as contravening rules.
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(3) Any other person who contravenes subsection (1) is guilty of an offence and liable-
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(a) on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale; |
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(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both. |
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(4) A person is not to be regarded as contravening subsection (1) merely because a prospectus does not fully comply with the requirements of listing rules as to its form or content.
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(5) But subsection (4) does not affect the question whether any person is liable to pay compensation under section 83.
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(6) Any contravention of subsection (1) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.
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(7) For the purposes of this section, sections 122 and 123 are to be disregarded.
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| Application of this Part to prospectuses. |
81. - (1) The provisions of this Part apply in relation to a prospectus required by listing rules as they apply in relation to listing particulars.
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(2) In this Part-
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(a) any reference to listing particulars is to be read as including a reference to a prospectus; and |
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(b) any reference to supplementary listing particulars is to be read as including a reference to a supplementary prospectus. |
| Approval of prospectus where no application for listing. |
82. - (1) Listing rules may provide for a prospectus to be submitted to and approved by the competent authority if-
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(a) securities are to be offered to the public in the United Kingdom for the first time; |
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(b) no application for listing of the securities has been made under this Part; and |
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(c) the prospectus is submitted by, or with the consent of, the issuer of the securities. |
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(2) "Non-listing prospectus" means a prospectus submitted to the competent authority as a result of any listing rules made under subsection (1).
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(3) Listing rules made under subsection (1) may make provision-
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(a) as to the information to be contained in, and the form of, a non-listing prospectus; and |
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(b) as to the timing and manner of publication of a non-listing prospectus. |
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(4) The power conferred by subsection (3)(b) is subject to such provision made by or under any other enactment as the Treasury may by order specify.
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(5) Schedule 8 modifies provisions of this Part as they apply in relation to non-listing prospectuses.
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Compensation |
| Compensation for false or misleading particulars. |
83. - (1) Any person responsible for listing particulars is liable to pay compensation to a person who has-
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(a) acquired securities to which the particulars apply; and |
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(b) suffered loss in respect of them as a result of- |
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(i) any untrue or misleading statement in the particulars; or
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(ii) the omission from the particulars of any matter required to be included by section 75 or 76.
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(2) But this section is subject to the exemptions provided by Schedule 9.
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(3) If listing particulars are required to include information about the absence of a particular matter, the omission from the particulars of that information is to be treated as a statement in the listing particulars that there is no such matter.
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(4) Any person who fails to comply with section 76 is liable to pay compensation to any person who has-
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(a) acquired securities of the kind in question; and |
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(b) suffered loss in respect of them as a result of the failure. |
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(5) This section does not affect any liability which may be incurred apart from this section.
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(6) References in this section to the acquisition by a person of securities include references to his contracting to acquire them or any interest in them.
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(7) No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company's securities-
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(a) if he were responsible for those particulars; or |
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(b) if he is responsible for them, which he is entitled to omit by virtue of section 77. |
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(8) The reference in subsection (7) to a person incurring liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.
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(9) "Listing particulars" includes supplementary listing particulars.
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Penalties |
| Penalties for breach of listing rules. |
84. - (1) If the competent authority considers that a person-
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(a) has contravened any provision of listing rules, or |
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(b) has been knowingly concerned in a contravention of listing rules by a body of which he was a director at the material time, |
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it may (in addition to taking any other steps which it has power to take under this Part) impose on him a penalty of such amount as it considers appropriate.
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(2) If, as a result of an order under Schedule 7, different functions conferred on the competent authority by this Part are exercisable by different persons, the power conferred by subsection (1) is exercisable by such person as may be determined in accordance with the provisions of the order.
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(3) A penalty under this section is payable to the competent authority.
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(4) The competent authority may not impose a penalty on a person under subsection (1)(b) after the end of the period of two years beginning with the first day on which it knew of the contravention.
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(5) For the purposes of subsection (4), the competent authority is to be treated as knowing of a contravention if it has information from which the contravention can reasonably be inferred.
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