Finance (Tax Appeals and Prospectus Regulation) Act 2019

Amendment of section 1361 of Act of 2014

21. Section 1361 of the Act of 2014 is amended—

(a) in subsection (1)—

(i) by the substitution of “An offeror shall not publish an offering document, prepared for a local offer, unless that offering document contains the following statements in print in clearly legible type:” for “An offering document prepared for a local offer shall contain the following statements in print in clearly legible type:”, and

(ii) by the substitution of the following paragraph for paragraph (a):

“(a) on the front page or otherwise in a prominent position:

‘This document,

— has not been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 or any measures made under that Regulation or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Regulation or those measures,

— has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state,

and therefore may not contain all the information required where a document is prepared pursuant to that Regulation or those laws.’;”,

(b) by the substitution of the following subsection for subsection (3):

“(3) An offeror who contravenes subsection (1) shall be guilty of a category 3 offence.”,

and

(c) by the insertion of the following subsections after subsection (4):

“(5) An offeror shall not publish an offering document, prepared for a local offer, which is misleading as regards the past performance or possible future performance of the security to which the offering document relates.

(6) An offeror shall not publish an offering document, prepared for a local offer, that includes information in relation to—

(a) the past performance of the security to which the offering document relates, or

(b) the business to which the security relates,

which misrepresents the performance of that security or that business.

(7) An offeror shall not publish an offering document, prepared for a local offer, that describes the security to which the offering document relates as being guaranteed or partially guaranteed, unless there is in place a guarantee satisfying the following conditions:

(a) the guarantee is provided by a person other than—

(i) the issuer of that security, or

(ii) the offeror of that security, if this is not the issuer;

(b) the guarantee is enforceable by a purchaser of that security;

(c) the terms of the guarantee are consistent with those of the guarantee or partial guarantee described in the offering document.

(8) An offeror shall not publish an offering document, prepared for a local offer, where the liability of—

(a) the issuer of the security to which the offering document relates,

(b) in a case in which the issuer of the security to which the offering document relates is a body corporate, a person who is a director of that body corporate, or

(c) an advisor named in the offering document,

arising out of or in connection with the purchase of the security to which the offering document relates is limited, unless the offering document specifies the nature and extent of the limitation.

(9) An offeror who contravenes subsection (5), (6), (7) or (8) shall be guilty of a category 3 offence.”.