ADVOKS GLOBAL · KENYA
The Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations
40. Compensation for false or misleading prospectus or offering memorandum
Edition: 2023-10-06 · In force
40. Compensation for false or misleading prospectus or offering memorandum
(1)This regulation applies—(a)to an issuer of REIT securities to which a prospectus or offering memorandum relates;(b)where the issuer is a body corporate—(i)to each person who is a director of that body corporate at the time when the prospectus or offering memorandum is published; and(ii)to each person who has consented to be named and is so named in the prospectus or offering memorandum as a director or has agreed to become a director of that body corporate either immediately or at a future time;(c)to each person who accepts, and is stated in the prospectus or offering memorandum as accepting responsibility for, or any part of, the prospectus or offering memorandum;(d)to the offeror of REIT securities, where the offeror is not the issuer;(e)where the offeror is a body corporate, but is not the issuer and does not making the offer in association with the issuer, to each person who is a director of that body corporate at the time when the prospectus or offering memorandum is published; and(f)to each person who does not fall within paragraphs (a) to (e) and who has authorized the contents of, or of any part of the prospectus or offering memorandum or any expert who has consented to the inclusion of its report or opinion in the prospectus or offering memorandum.(2)A person to whom paragraph (1) applies shall be jointly and severally liable to pay compensation to any person who acquires any of the REIT securities in reliance on the prospectus or offering memorandum, including acquisition in the secondary market, to which the prospectus or offering memorandum relates, and suffers loss as a result of—(a)any untrue or misleading statement in the prospectus or offering memorandum; or(b)the omission of any matter required by the Act or these Regulations to be included in the prospectus or offering memorandum.(3)Despite the provisions of paragraph (2), a person shall not be responsible for statements or warranties included in a prospectus or an information memorandum or scheme document—(a)under paragraph (1)(a), (b) or (c), unless the issuer has made or authorized the offer in relation to which the prospectus memorandum is published; or(b)under paragraph (1)(b), (c), (e) or (f), if such statement is included or the prospectus or offering memorandum is published without his knowledge or consent and on becoming aware of its publication, that person gives reasonable notice to the public and to the Authority that the statement was included or prospectus or information memorandum was published without the knowledge or consent of that person.(4)A person shall, where he or she has accepted responsibility for, or authorized only part of the contents of a prospectus or information memorandum, be liable under paragraph (1) (c) or (f) only for that part if it is included or substantially included in the form and context to which that person agreed.