Section 82: Civil liability on defective prospectuses

82. Civil liability on defective prospectuses (1) Any person who suffers loss or damage because— (a) a prospectus in respect of securities includes a misleading or deceptive statement; or (b) there is an omission from a prospectus in respect of securities and the omission is materially adverse from the point of view of an investor in those securities, may recover the amount of the loss or damage from— (i) the issuer or proposed issuer of the securities; (ii) each director of the issuer or proposed issuer of the securities; (iii) the maker of the statement, to the extent that it consented to such statement being included or referred to in the prospectus; S7 – 29 [Issue 1] Securities Act (iv) any investment dealer acting as underwriter of the securities; (v) any person who has signed the prospectus; or (vi) any person knowingly concerned in making the misleading or deceptive statement in the prospectus or omitting the material from the prospectus. (2) In proceedings under subsection (1) in respect of an omission of any matter, it shall be a defence where the defendant proves that— (a) he made all inquiries that were reasonable in the circumstances; and (b) he believed on reasonable grounds that there was no omission in respect of that matter from the prospectus. (3) For the purposes of this section, reference to a prospectus shall include any document accompanying a prospectus and any report, study or statement contained in a prospectus. (4) Proceedings under subsection (1) shall not be commenced more than one year after the cause of action arose but the Court in which the proceedings are commenced may extend the period, either before or after it has ended, on such terms as it thinks fit. (5) This section shall not affect any liability that a person has under any other enactment.