Entire Act

1.9. Prospectus Liability

1.9.1. Persons liable for the content of a Prospectus

For the purposes of section 70(4) of the Framework Regulations, the following Persons are, subject to MAR 1.9.2, prescribed as liable for a Prospectus and its content:

  1. (a)    the Issuer; and
  2. (b)   where applicable, the Person seeking to have Securities offered and/or admitted to trading on an Authorised Investment Exchange, if it is not the Issuer; and
  3. (c)     where the Person in (a) or (b) is a Body Corporate:
  4. (i)       each Person who is a Director of that body corporate at the time when the Securities are being offered in or from AIFC and/or the admission to trading on an Authorised Investment Exchange is sought, as applicable; and
  5. (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, and
  6. (d)   each Person who accepts, and is stated in the Prospectus as having accepted, responsibility for the Prospectus or for any part thereof; and
  7. (e)   each Person who is deemed to accept responsibility for any part of a Prospectus under these Rules; and
  8. (f)     if there is a guarantor or obligor in relation to the issue of Securities:
  9. (i)       the guarantor in relation to the information in the Prospectus that relates to the guarantor or its guarantee; or
  10. (ii)      the obligor in relation to the information in the Prospectus that relates to the obligor or its obligations; and
  11. (g)   each Person not falling within any of the foregoing paragraphs who has authorised the contents of the Prospectus or any part thereof (excluding for the avoidance of doubt an Authorised Investment Exchange).

1.9.2. Limitations on the application of MAR 1.9.1

(1)A Person who has accepted liability for or authorised only part of the content of any Prospectus under MAR 1.9.1(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.

(2)Nothing in MAR 1.9.1 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 MAR 1.9.1(a) to (g).