Section 29

in the shoulder note, by inserting after the words “misleading statement in” the words “disclosure document or”;

by substituting for subsection (1) the following subsection:

“(1)  A person who acquires, subscribes for or purchases securities and suffers loss or damage as a result of any statement or information contained in any disclosure document or prospectus that is false

Capital Markets and Services (Amendment)

35

or misleading, or from which there is a material omission, may recover the amount of loss or damage from all or any of the persons set out in the following paragraphs:

the issuer and each director of the issuer at the time of the issue of the disclosure document or prospectus;

a person who consented or caused himself to be named and was named in the disclosure document or prospectus given to an investor as a director or as having agreed to become a director either immediately or after an interval of time;

a promoter, for any loss or damage arising from the disclosure document or prospectus or any relevant portion of the disclosure document or prospectus in respect of which he was a party to the preparation thereof;

a person other than the issuer, who was responsible for preparing the disclosure document or prospectus, or responsible for conducting the due diligence of the information or statement contained in the disclosure document or prospectus, by whatever name called and may include the principal adviser or lead arranger;

a person named in the disclosure document or prospectus with his consent, as having made a statement, that was included in the disclosure document or prospectus or on which a statement made in the disclosure document or prospectus was based, for any loss or damage caused by the inclusion of the statement in the disclosure document or prospectus;

a person named in the disclosure document or prospectus with his consent as a stockbroker, sharebroker, underwriter, auditor, banker or advocate of the issuer in relation to the issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities and who had made a statement that was included in the disclosure document or prospectus or on which a statement made in the disclosure document or prospectus was based, for any loss or damage caused by the inclusion of the statement in the disclosure document or prospectus; or

a person who authorized or caused the issue of any disclosure document or prospectus in contravention of section 246, for any loss or damage caused by such contravention.”;

and

by inserting after subsection (3) the following subsection:

“(4)  For the purposes of paragraph (1)(d), where a person who was responsible for preparing the disclosure document or prospectus, or for conducting the due diligence of the information or statement contained in the disclosure document or prospectus is an individual acting on behalf of his principal, the loss or damage may only be recoverable from the principal.”.

Substitution of section 256