• Part 5.3 Part 5.3 Prospectus Responsibility

    • PRIV 5.3.1 Persons Responsible for Prospectus

      (1) Each of the following persons is responsible for a scheme's prospectus:
      (a) the operator;
      (b) each member (however described) of the governing body of the operator;

      Note Governing body is defined in the glossary.
      (c) subject to subrules (2) and (3), each person who has accepted, and is stated in the prospectus to have accepted, responsibility for the prospectus or any part of it;
      (d) subject to subrules (2) and (3), each person who is taken under rule 5.3.2 (Responsibility for expert statements in prospectus) to have accepted responsibility for part of the prospectus;
      (e) subject to subrules (2) and (3), each person not mentioned in paragraphs (a) to (d) who has authorised, and is stated in the prospectus to have authorised, the prospectus or any part of it.
      (2) If a person accepts (or is taken under rule 5.3.2 to have accepted) responsibility for, or authorises, only part of a prospectus, the person is responsible only for that part of the prospectus.
      (3) However, the person is responsible for that part of the prospectus only if it is included in, or substantially in, the form and context in which the person accepted responsibility for it, consented to its inclusion or authorised it.
      (4) This rule does not make a person responsible for a prospectus only because the person gave advice about its contents, in a professional capacity, to a person mentioned in subrule (1) (a) to (e).
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.3.2 Responsibility for Expert Statements in Prospectus

      (1) For this rule, an expert is a person whose profession or reputation gives authority to statements made by the person.
      (2) For rule 5.3.1 (1) (d), an expert is taken to have accepted responsibility for a part of a scheme's prospectus if—
      (a) the part is a statement made by, or is based on a statement made by, the expert; and
      (b) the expert gave the operator written consent for the statement to be included in the prospectus; and
      (c) the prospectus states that the expert authorised the statement; and
      (d) the expert does not withdraw the consent, by written notice given to the operator, before the prospectus is filed with the Regulatory Authority.
      (3) The operator must keep the following for at least 6 years after the day the prospectus is last made available to a person eligible to invest in the scheme:
      (a) the expert's consent;
      (b) any written notice given to the operator withdrawing the expert's consent.
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.3.3 Liability for Prospectus

      (1) A person responsible under rule 5.3.1 (Persons responsible for prospectus) for a prospectus is liable to pay compensation to another person who acquires (or contracts to acquire) units in the scheme for any loss or damage arising from—
      (a) any untrue or misleading statement in the prospectus; or
      (b) the omission from the prospectus of any matter required by these rules to have been included in it.
      (2) However, if rule 5.3.1 (1) (c), (d) or (e) applies to the person, the person is only liable to pay compensation in relation to a part of the prospectus for which the person is responsible under rule 5.3.1 (2) and (3).
      (3) Also, this rule is subject to rule 5.3.4.
      (4) To remove any doubt, this rule does not limit any liability that exists apart from this rule.
      (5) In this rule:

      prospectus includes a translation of the prospectus prepared by or for the operator.
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • PRIV 5.3.4 Exceptions from Liability for Prospectus

      (1) A person (other than the operator) is not liable under rule 5.3.3 to pay compensation, in relation to a statement in, or omission from, a scheme's prospectus, to another person who acquires units in the scheme if—
      (a) at the time the prospectus was filed with the Regulatory Authority, the person believed on reasonable grounds, after having made all inquiries that were reasonable—
      (i) that the statement was true and not misleading; or
      (ii) that the omitted matter was properly omitted; and

      Note See defs acquire and prospectus in r (6).
      (b) 1 or more of the following subparagraphs apply:
      (i) the person continued in that belief until the units were acquired;
      (ii) the units were acquired before it was reasonably practicable to bring a correction to the attention of potential purchasers of the units;
      (iii) before the units were acquired, the person had al taken all reasonable steps to ensure that a correction was brought to the attention of potential purchasers of the units;
      (iv) the person who acquired the units was not materially influenced or affected by the statement or omission in making the decision to invest.
      (2) A person (the first person) is not liable under rule 5.3.3 to pay compensation, in relation to a statement in a scheme's prospectus, to another person who acquired units in the scheme if—
      (a) the statement is a part of the prospectus for which a third person (the expert) is taken, under rule 5.3.2 (Responsibility for expert statements in prospectus), to have accepted responsibility; and
      (b) at the time the prospectus was filed with the Regulatory Authority, the first person believed on reasonable grounds, after having made all inquiries that were reasonable—
      (i) that the expert was competent to make the statement; and
      (ii) that the expert gave the operator written consent to include the statement in the prospectus; and
      (iii) that the expert had not withdrawn the consent; and
      (iv) that the statement was included in, or substantially in, the form and context in which the expert consented to its inclusion; and
      (c) 1 or more of the following subparagraphs apply:
      (i) the first person continued in that belief until the units were acquired;
      (ii) the units were acquired before it was reasonably practicable to bring a correction to the attention of potential purchasers of the units;
      (iii) before the units were acquired, the first person had al taken all reasonable steps to ensure that a correction was brought to the attention of potential purchasers of the units;
      (iv) the person who acquired the units was not materially influenced by the statement in making the decision to invest.
      (3) For the application of subrule (1) (b) (iii) or (2) (c) (iii) in relation to a person, it is sufficient if, before the units were acquired—
      (a) the correction had been published in a way likely to bring it to the attention of potential purchasers of the units; or
      (b) the person took all reasonable steps to ensure that such a correction was published and believed on reasonable grounds the correction had been published.
      (4) A person is not liable under rule 5.3.3 to pay compensation, in relation to a statement in or omission from a scheme's prospectus, to another person who acquired units in the scheme if the other person knew, at the time of acquisition, that the statement was untrue or misleading or of the omission.
      (5) For this rule—
      (a) a revised or supplementary prospectus is taken to be a different prospectus from the original prospectus; and
      (b) each revised or supplementary prospectus filed with the Regulatory Authority is taken to be a different prospectus from each other revised or supplementary prospectus filed with the authority.
      (6) In this rule:

      acquire units includes contract to acquire them.

      prospectus includes a translation of the prospectus prepared by or for the operator.
      Derived from QFCRA RM/2010-06 (as from 1st January 2011)