NOTE: This document does not provide legal advice – it is only intended as a discussion draft to
be updated and modified to fit the circumstances. The publishers and authors shall not be liable
to any person with respect to any loss or damages caused or alleged to be caused directly or
indirectly by the information or any mistake in this document. In particular, all statutory
references should be checked and users are reminded that changes are continually being made to
the law and the document will not be up to date. [24 August 2011]
TO : THE DIRECTORS
 PLC ("the Company")
RESPONSIBILITIES AND LIABILITIES OF DIRECTORS
IN RELATION TO THE PUBLICATION OF A PROSPECTUS
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
INDEX
Section
Contents
1.
Introduction
2.
Responsibility for the content
of a prospectus
3.
Other areas of civil liability
4.
Criminal liabilities
5.
Directors' rights to be indemnified
6.
Verification
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
RESPONSIBILITIES AND LIABILITIES OF DIRECTORS
IN RELATION TO THE PUBLICATION OF A PROSPECTUS
1.
INTRODUCTION
1.1
A company applying for the admission of its securities to the Alternative Investment
Market ("AIM") of the London Stock Exchange is generally required to publish a
prospectus setting out the information required by the general provisions of the Financial
Services and Markets Act 2000 (“FSMA”), the Public Offers of Securities Regulation 1995
("POS Regulations") and the Rules of the Exchange ("the AIM Rules").
1.2
The principal responsibilities of the Company, its directors and other persons responsible
for the preparation and publication of a prospectus are set out in the POS Regulations, and,
in particular, regulation 8 which specifies certain information which must be included in
the prospectus and regulation 9 which broadly requires each person responsible for the
prospectus to ensure that the prospectus contains all information which is likely to be
material to a potential investor. In addition, certain other legal provisions are potentially
relevant to the preparation and publication of a prospectus and these are summarised below.
1.3
The Company's advisers will advise upon the content of the prospectus in the light of the
requirements of the POS Regulations and the AIM Rules. However, the directors should
note that the main responsibility for the content of the prospectus rests with the Company
itself and its directors.
1.4
No attempt is made to cover those common law or statutory duties or potential liabilities of
directors which arise solely by reason of such persons being directors of a company. If the
directors require advice in relation to these duties and responsibilities or would like further
information on any of the matters raised in this memorandum we would be pleased to
advise further.
1.5
This memorandum is a general summary. Matters which may be relevant to a potential
investor in the Company or particular circumstances which arise in connection with the
application for admission to AIM of the ordinary share capital of the Company
("Admission") should be discussed with the Company's advisers as soon as practicable.
1.6
Contents of a pre-application announcement
In addition to the Prospectus under Rule 2 of the AIM Rules certain information relating to
the Company is required to be provided to the Exchange at least 10 business days before
the expected date of admission. A list of the required contents of a pre-application
announcement is set out in Schedule One of the AIM Rules and includes certain
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
information regarding the company, its business activities, directors, nominated adviser and
broker. Prior to the date of admission, the applicant must notify any change in the details
previously provided to the Exchange immediately.
2.
RESPONSIBILITY FOR THE CONTENT OF A PROSPECTUS
2.1
Persons responsible for the prospectus
In addition to the Company and its directors, the following persons are also responsible for
the prospectus:
(a)
any person who is named and has authorised himself to be named in the prospectus
as having agreed to become a director, either immediately or at some future time;
(b)
any person who accepts, and is stated in the prospectus as accepting, responsibility
for the prospectus or any part of it; and
(c)
any person who authorises the contents of the prospectus or any part of it.
Persons responsible for the prospectus may incur a statutory liability to compensate
investors who suffer loss as a result of a any untrue or misleading statement in the
prospectus or as a result of the omission from the prospectus of information which is
required to be included by the POS Regulations.
A Nominated Adviser is likely to fall within the ambit of a person responsible for the
prospectus and accordingly, a Nominated Adviser will wish to ensure that all reasonable
care has been taken in the preparation of the prospectus. However, other persons who have
advised in a professional capacity as to the contents of the prospectus will not generally fall
within the definition of persons responsible for the prospectus.
2.2
Content of the prospectus
The AIM Rules and POS Regulations prescribe information relating to the Company, its
securities, finances, business and management and which must be set out in the prospectus.
In certain circumstances, the Exchange may require additional information to be supplied
as a condition to Admission. However, the information required by the AIM Rules is not
exhaustive and at all times directors must be aware of their responsibility under regulations
8 and 9 of the POS Regulations.
2.3
The overriding duty of disclosure under regulation 9 of the POS Regulations
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
Regulation 9 sets out a general overriding duty of disclosure. Each of the Company, its
directors and other persons responsible for the prospectus is required to ensure that the
prospectus contains:
"all such information as investors would reasonably require, and reasonably expect to find
there, for the purpose of making an informed assessment of:(a)
the assets and liabilities, financial position, profits and losses, and prospects of the
issuer of the security; and
(b)
the rights attaching to those securities... which is within the knowledge of any
person responsible for the prospectus or which it would be reasonable for him to
obtain by making enquiries."
The POS Regulations state that in determining what information is required to be included
in a prospectus regard shall be had to the nature of the securities and the nature of the
Company. The provisions of regulation 9 place a heavy burden on the persons responsible
for the prospectus. Prior to delivery of the prospectus to the Exchange, the directors must
evaluate all information known to them which may be relevant to a potential investor and
make all reasonable enquiries to ascertain whether there is further information which
should be disclosed. The directors must continue to evaluate the accuracy and adequacy of
information in the prospectus after delivery of it to the Exchange and prior to
commencement of dealings in shares following Admission.
2.4
Directors' responsibility statement
The POS Regulations require the directors to provide a declaration in the prospectus that:
"to the best of their knowledge the information contained in the prospectus is in
accordance with the facts and that the prospectus makes no omission likely to affect the
import of such information"
2.5
Change in circumstances after publication of a prospectus and the requirement to
publish a supplementary prospectus
If, at any time after the registration of the prospectus with the Exchange but before dealings
commence, the Company becomes aware that:
(a)
there is a change affecting any matter contained in the prospectus whose inclusion is
required by regulation 8 or 9 of the POS Regulations which is significant for the
purpose of making an informed assessment of the assets and liabilities, financial
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
position, profits and losses, and prospects of the issuer of the securities and the
rights attaching to those securities; or
(b)
a new matter arises in respect of information which would have been included in the
original prospectus and which is significant for the purpose of making an informed
assessment of the matters set out in sub-paragraph (a) above, or
(c)
there is a significant inaccuracy in the prospectus,
(referred to in this memorandum as a "Significant Change") under regulation 10 of the
POS Regulations the Company must publish a supplementary prospectus detailing the
Significant Change. Each director and other person responsible for the prospectus aware of
a Significant Change is under a duty to inform the Company of the change, but the
Company will not be liable if it was unaware of the existence of that Significant Change.
2.6
Liability to pay compensation under regulation 14 of the POS Regulations
(a)
Unless a person responsible for the prospectus or supplementary prospectus can
demonstrate that he satisfies the criteria set out in paragraph 2.7 he will be liable to
pay compensation to any person who has acquired shares in the Company and
suffered loss in respect of them as a result of any untrue or misleading statement in
the prospectus or the omission from it of any information required to be included
under regulation 9 or 10 of the POS Regulations.
(b)
The effect of regulation 14 of the POS Regulations is that a director is under a
continuing obligation to ensure that the prospectus contains all of the information in
relation to a company and its shares which is likely to be material to an investor. If
he becomes aware or ought reasonably to have been aware of a Significant Change
and fails to take the action detailed in paragraph 2.5, then unless he can satisfy the
criteria set out in paragraph 2.7, he will be liable to compensate an investor
incurring loss as a result of the inaccuracy or inadequacy of the prospectus.
(c)
An investor claiming compensation must prove that he acquired the shares and
suffered a loss as a result of the untrue or misleading statement or the omission. If
a director wishes to avail himself of one of the defences set out in paragraph 2.7
below, it is for the director to satisfy the court that the investor was aware of the
inaccuracy or omission in question or that one of the other defences summarised
below is applicable.
(d)
The Company will be liable to pay compensation to any person who has acquired
shares in the Company and suffered loss in respect of them if it is aware of a
Significant Change and fails to publish a supplementary prospectus.
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
2.7
Exemption from liability under regulation 15 of the POS Regulations
A person responsible for a prospectus will not be liable to pay compensation as referred to
in paragraph 2.6(a) if:
(a)
(b)
he can satisfy the court that, at the time when the prospectus was submitted to the
Exchange for registration, he reasonably believed, having made such enquiries as
were reasonable, that the relevant statement was true and not misleading or that
relevant information was properly omitted, and the court is satisfied that:
(i)
he continued to hold the belief until the securities were acquired; or
(ii)
he took all such steps before the shares were acquired as were reasonable to
bring the correction to the attention of persons likely to acquire those
securities; or
(iii)
the securities were acquired after such a lapse of time that he ought
reasonably to be excused.
the statement in question was a statement made by or on the authority of an expert
with that expert's consent and the person responsible for the prospectus can satisfy
the court that at the time when the prospectus was submitted to the Exchange for
registration he reasonably believed that the expert was competent to make the
statement and had consented to its inclusion in the prospectus in the form and
context in which it was included and the court is satisfied that:
(i)
he continued to hold the belief until the securities in question were acquired;
or
(ii)
he took all such steps as were reasonable to bring the fact that the expert was
not competent or had not consented to the use of the statement to the
attention of persons likely to acquire those securities.
(For these purposes, "expert" includes any engineer, valuer, accountant or other
person whose profession, qualifications or experience give authority to a statement
made by him; and references to the acquisition of securities include reference to
contracting to acquire them or an interest in them.)
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
2.8
(c)
the statement was made by an official person or contained in a public official
document and was accurately and fairly reproduced;
(d)
the person suffering the loss acquired the shares in question knowing that relevant
statement was false or that the relevant fact had been omitted from the prospectus;
(f)
the change, new matter, or inaccuracy in question was such that it did not reasonably
require the publication of a supplementary prospectus.
Non-resident directors
It should be noted that the provisions summarised in this memorandum apply to all
directors. Accordingly, the fact that a director may be non-resident in the United Kingdom
does not relieve him from the responsibilities and liabilities described in this document.
2.9
Share sales
In addition to director's obligations as to dealing in shares (summarised in our
memorandum in relation to duties and responsibilities of directors of an AIM company) the
directors of the Company should anticipate that, as part of the arrangements for publication
of a prospectus, the Nominated Adviser is likely to seek undertakings from the directors not
to dispose of shares for a given period after Admission.
3.
OTHER AREAS OF CIVIL LIABILITY
It is important for those responsible for the prospectus to ensure that no inference may be drawn
from statements contained in the prospectus which may be misleading. Those responsible are
therefore required to look beyond the pure accuracy of the information itself and consider the
inferences which can be drawn.
3.1
Fraudulent misrepresentation
An aggrieved shareholder who can show that:
(a)
he was induced to acquire shares as a result of a misrepresentation;
(b)
he has suffered loss; and
(c)
the misrepresentation was made fraudulently or recklessly (ie. either knowing the
statement was untrue or not caring whether or not it was true)
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
will be able to recover damages from the person who made the misrepresentation (ie. the
directors and/or the Company in the context of a statement in the prospectus) and possibly
to rescind the agreement for the acquisition of shares in question. (Please see paragraph 3.4
below).
The omission of information can amount to a false statement if there is some active
misstatement of fact or such a partial and fragmentary statement of fact so as to render what
is stated false or misleading by reason of the failure to include the omitted information.
If a statement is true at the time it is made, but becomes untrue before the acceptance of the
application for shares becomes unconditional, it may still give rise to an action for deceit
against the directors and proposed directors, as it would be fraudulent to permit
applications for shares without clearly pointing out the mistake.
Although expressions of opinion and expectation, as opposed to statements of fact, would
not give rise to liability, language may be used in such a way as to become a representation
of existing fact which, if erroneous, would amount to a misrepresentation.
3.2
Negligent misstatement
An aggrieved shareholder who can show that:
(a)
the maker of a misstatement owed him a duty of care and failed to meet the required
standard of care in making the statement;
(b)
he placed reliance upon the statement; and
(c)
suffered loss which was reasonably foreseeable,
will be able to recover damages from the maker of the misstatement and possibly to rescind
the agreement for the acquisition of shares in question.
The responsibility statement in the prospectus effectively acknowledges that the directors
owe a duty of care in the preparation of the prospectus. That duty of care will certainly
extend to those persons who acquire shares under the public offer and may possibly extend
to others who rely on the prospectus for some other purpose which would be reasonably
foreseeable by the directors, for example persons acquiring shares in the market within a
limited period following Admission.
3.3
Misrepresentation Act 1967
An aggrieved shareholder who can show that:
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
(a)
he has subscribed for shares in reliance upon a misstatement in the prospectus (or
elsewhere) and
(b)
he has suffered loss which was reasonably foreseeable,
may (subject to the comments in paragraph 3.4.) be able to rescind the agreement for the
acquisition of shares.
In addition, where the misrepresentation has been made in circumstances where, had it been
made by the Company fraudulently, the Company making the misrepresentation would
have been liable to pay damages to the representee, then the Company will be liable to pay
damages unless the Company can show that it had reasonable grounds to believe and did
believe up to the time that the agreement was made that the representation was true. This
right is in addition to an action for negligent misstatement and once a shareholder has
established that he has suffered loss as a result of a misrepresentation, it is for the Company
to show that it believed on reasonable grounds that the statement was true. A shareholder
relying on this provision need not prove fraud or negligence.
The court has discretion to award damages in lieu of rescission where it considers it
equitable to do so.
3.4
Rescission
Provided that:
(a)
the aggrieved shareholder has not affirmed the agreement and does not delay
unreasonably after discovering a material misrepresentation;
(b)
it is broadly possible to put the parties in the position which they were in prior to the
agreement; and
(c)
third party rights will not be affected,
a shareholder who has relied on a material misrepresentation in agreeing to acquire shares
may be entitled to rescind the agreement. Where the above criteria are satisfied, rescission
is available irrespective of the nature of the misrepresentation and has the effect of
invalidating the agreement. If the agreement is rescinded, the name of the relevant investor
must be removed from the register of members and the subscription monies repaid.
3.5
Breach of contract
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
If a person can show that a misstatement in the prospectus has become a term of a contract
for the acquisition of shares, as opposed to a pre-contractual statement inducing a person to
enter into the contract, then damages may be recoverable from the Company for breach of
contract.
3.6
Breach of warranty
An underwriter will often seek warranties in the underwriting agreement, inter alia,
confirming that the prospectus complies with the provisions of the POS Regulations and
the AIM Rules. If such a warranty is untrue then the underwriter will have a contractual
claim for damages against the person or persons who gave the warranty in question.
In relation to the placing agreement and broker warranties:
(a)
If a warranty is untrue and the broker incurs a loss, the Company, the directors and
the proposed directors may have a contractual claim for damages made against
them by the broker.
(b)
The broker may also require the Company to indemnify it against losses, liabilities
and costs which it incurs as a result of performing its functions in relation to the
placing and admission. The Company will be liable to the broker if a claim is made
under the indemnity.
The effect of the warranties and indemnity is that any liability of the broker under
paragraph 14 of the POS Regulations is compensated by the Company, the directors (and
the proposed directors).
3.7
Breach of director’s duty
The directors must exercise the degree of skill and care that may reasonably be expected
from someone in their position. The Company may claim damages for breach of this duty.
For example, if a breach of this duty results in a misrepresentation in the prospectus and
the Company subsequently incurs a loss, the Company may claim damages against the
directors and proposed directors responsible for the misrepresentation.
4.
CRIMINAL LIABILITIES
The following offences should be considered in connection with the publication of a
prospectus:
4.1
Section 21 of the FSMA
It is an offence for any person, in the course of business, to communicate (or cause a
communication to be made) an invitation or inducement to engage in investment activity (a
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
term which includes dealing in investments as principal or as agent arranging deals in
investments and advising on investments) unless that person is authorised to do so under
FSMA or the communication has been approved by a person authorised under FSMA.
4.2
Section 397 of the FSMA
It is an offence to make materially false or misleading, or deceptive statements, promises or
forecasts knowingly or (whether dishonestly or otherwise) recklessly or to conceal any
material facts dishonestly, either for the purpose of inducing or being reckless (generally
being "reckless" means without care or without justification for, or reference to, reasonably
foreseeable risk) as to whether it induces someone to enter into or refrain from entering into
an investment agreement.
This provision is supplemented by Section 118 of FSMA and Part V of the Criminal Justice
Act 1993. These are dealt with in paragraph 5 of the “Duties and Responsibilities of
Directors of an AIM Company” document.
4.3
Section 398 of the FSMA
It is an offence for any person, in purported compliance with any requirement imposed by
or under the FSMA which does not create an offence in connection with the giving of
informations knowingly or recklessly, to give the Financial Services Authority information
which is false or misleading in a material particular.
4.4
Regulation 4 of the POS Regulations
On or before the date on which a prospectus is published, a copy of the prospectus must be
delivered to the registrar of companies for registration. If this requirement is not complied
with any person knowingly a party to the publication of those particulars is guilty of an
offence.
4.5
Regulation 12 of the POS Regulations
Where a prospectus has been or is to be published in connection with an application for
Admission, no advertisement or other information relating to it shall be issued in the United
Kingdom unless it states that a prospectus is or will be published, as appropriate, and gives
an address in the UK from which it can be obtained. Any advertisement or document
(other than the prospectus itself) which is issued by or on behalf of the Company for the
purpose of announcing admission to AIM must comply with the provisions of the FSMA
and the POS Regulations.
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
4.6
Section 400 of the FSMA
Where an offence under the FSMA is committed by a company with the consent or
connivance of, or is attributable to any neglect on the part of, a director, secretary or other
similar officer, he as well as the company is liable.
4.7
Section 15 of The Theft Act 1968
It is an offence to dishonestly obtain another person's property/cash by deception. The
offence includes obtaining property/cash by making a false statement and representing it as
being true whilst knowing that it is or may be false.
4.8
Section 19 of The Theft Act 1968
It is an offence for an officer or person purporting to act as an officer of a company to
publish or concur in publishing a written statement or account which to his knowledge is or
may be misleading, false or deceptive in any material particular if he does so with the intent
to deceive the company's members or creditors about its affairs.
4.9
In addition to the statutory offences, the common law offence of conspiracy to defraud is
committed where two or more people agree to defraud a person of something to which he is
or might be entitled to.
5.
DIRECTORS' RIGHTS TO BE INDEMNIFIED
5.1
Civil Liability (Contribution) Act 1978
A person who is liable to pay damages may be entitled under the Civil Liability
(Contribution) Act 1978 to contribution from others who are liable in relation to the same
damage provided that person has not agreed to indemnify the other.
5.2
Articles of Association and section 310 of the Companies Act 1985
Article 37 of the new articles of association proposed to be adopted by the Company prior
to Admission entitles every director or other officer of the Company to be indemnified
against liabilities incurred in carrying out his duties or otherwise in relation to his office
subject to the provisions of the Companies Act 1985. Section 310 of the Companies Act
1985 (as amended) provides that a company may only indemnify any of its officers against
liabilities incurred either in defending civil or criminal proceedings in which judgment is
given in favour of the officer in question or in which the officer is acquitted or in relation to
certain applications by the officer to court under the Companies Act 1985 where relief is
granted by the court.
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
5.3
Insurance
The restrictions imposed by the Companies Act 1985 do not prevent a company from
taking out insurance for its officers against liabilities incurred for negligence, default,
breach of duty or breach of trust of which he may be guilty in relation to the company.
Certain insurers offer insurance against certain of these liabilities, subject to limitations.
6.
VERIFICATION
6.1
Reducing the risks to the Company and its directors
As the Company and each of its directors is responsible for the prospectus and as each of
them will be potentially liable to investors suffering loss if the prospectus is inaccurate or
does not contain all Material Information required by regulations 8 and 9 of the POS
Regulations, it is in the interests of the Company and its directors to ensure that all
reasonable steps are taken to reduce the risk of any claim arising. This is achieved in part
by the process of verification in relation to the contents of the document.
6.2
Verification
Verification takes the form of written questions put to the directors which aim to establish
that each statement in the prospectus which may be relevant to a potential investor is true
or, in the case of a statement of belief, that it is held on reasonable grounds and that a
statement is not misleading in the light of the inference which a potential investor may
reasonably draw from it. Each statement of fact should, where possible, be supported by
evidence of the accuracy of the statement in question and each statement of belief should be
supported by evidence that the belief is held on reasonable grounds. Evidence should
consist of authoritative sources such as documents or extracts either from the Company's
own records or, where appropriate, outside sources. The questions, answers and supporting
evidence will be documented in the form of "verification notes" to provide prima facie
evidence that the Company and its directors exercised due care in the preparation of the
prospectus.
6.3
Delegation
As it is often not practicable for all of the directors to be involved in every stage of
verification, it is common for responsibility to be delegated to a number of individual
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS
directors who are considered to be best placed to provide detailed answers to the
verification questions and supporting evidence of the statements made in the prospectus.
However, it is essential that each director is satisfied that the persons to whom the task is
delegated are competent to answer the verification questions, that it is reasonable for him to
rely on those persons in respect of the information which those persons are asked to verify
and that those persons have verified the information in question. Each director should
appreciate that it is not possible to delegate legal responsibility and that he will
remain liable for the prospectus even if he has relied upon another to verify part of
the particulars and notwithstanding that he may not have been involved in all stages
of drafting the particulars.
6.4
Timing
Verification will commence when the draft prospectus is in a relatively advanced form.
Alterations to the draft prospectus will be verified and the verification notes amended to
reflect these changes. The verification notes will be circulated among the directors to
enable them to provide additional comment. After any comments have been received, the
final form of verification notes will be approved at a meeting of the directors at which the
directors will (among other things) accept ultimate responsibility by signing the verification
notes, approve the prospectus and the inclusion in the prospectus of the responsibility
statement referred to in paragraph 2.4(a) and authorise the submission to the Exchange of
the prospectus and the written confirmation of acceptance of responsibility for the
prospectus referred to in paragraph 2.4(b) above.
6.5
Effect
Verification will provide a permanent record of the steps which the Company and its
directors have taken to ensure that the prospectus complies with the legal obligations
imposed upon each of them. It will provide the directors and the Company with a degree of
protection against an allegation of recklessness or negligence and will assist the directors in
establishing the accuracy of the prospectus. However, the verification process will not
necessarily ensure that the responsibilities of the directors have been discharged to the
requisite standard. It is therefore essential that before the prospectus and verification
notes are approved, each director carefully considers the content of the prospectus
and the verification notes to ensure that he is satisfied that the prospectus complies
with the above requirements and, in particular, with the requirements of regulation 9
of the POS Regulations ie. that the prospectus contains all information that investors
and their professional advisers would reasonably require, and reasonably expect to
find there, for the purpose of making an informed assessment of the assets and
liabilities, financial position, profits and losses, and prospects of the issuer of the
securities and the rights attaching to those securities which is within his knowledge or
which would be reasonable for him to obtain by making enquiries.
AIM - RESPONSIBILITIES AND LIABILITIES OF DIRECTORS IN RELATION TO THE PUBLICATION OF A PROSPECTUS