The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025
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Change 1
Schedule 2 Compensation: exemptions
Regulation 13 Part 1 Interpretation 1 In this Schedule— “core disclosure” means a PISCES statement made by a PISCES company in order to comply with requirements imposed on it by a PISCES operator in compliance with core disclosure rules; “core disclosure rules” means PISCES disclosure rules under which a PISCES operator must require PISCES companies to disclose, through PISCES disclosure arrangements, information about matters specified for this purpose in the PISCES disclosure rules; “disclosing officer” means, in relation to a PISCES company, its directors and any other person who is identified in a PISCES statement as accepting responsibility for the information contained within it, and “director” has the meaning given in section 417(1) of FSMA 2000; “expert” includes any engineer, valuer, accountant or other person whose profession, qualifications or experience give authority to a statement made by the person; “expert statement” means a statement included in a core disclosure which— purports to be made by, or on the authority of, another person as an expert, is stated to be included in the core disclosure with that person’s consent; “omission” means an omission described in regulation 13(1)(b)(ii); “relevant period” in relation to a PISCES statement, means the period beginning with the time when the company made the statement, and ending— with the time when the person falling within regulation 13(1) bought, or sold, the shares, or where the person in question continued to hold the shares, with the end of the trading period in respect of which the company made the statement. Part 2 Exemptions from liability for core disclosures Core disclosure 2 (1) A PISCES company does not incur any liability under regulation 13 for loss caused by untrue or misleading information in, or an omission from, a core disclosure if it satisfies the court that— (a) at the time the core disclosure was made, its disclosing officers reasonably believed, having made such enquiries (if any) as were reasonable, that— (i) the information was true and not misleading, or (ii) the matter whose omission caused the loss was properly omitted, and (b) one of the conditions in sub-paragraph (2) is satisfied. (2) The conditions are— (a) that the PISCES company’s disclosing officers continued in that belief until the end of the relevant period; (b) that before the end of the relevant period, the disclosing officers had taken all such steps as it was reasonable for them to have taken to secure that a correction was brought to the attention of persons who received the core disclosure. (3) This paragraph is subject to paragraph 5 in respect of forward-looking statements contained in a core disclosure. Expert statements 3 (1) A PISCES company does not incur any liability under regulation 13 for loss caused by an expert statement if it satisfies the court that— (a) at the time the core disclosure was made, its disclosing officers reasonably believed that the expert— (i) was competent to make or authorise the statement, (ii) had consented to its inclusion in the form and context in which it was included, and (b) one or more of the conditions in sub-paragraph (2) are satisfied. (2) The conditions are that— (a) the disclosing officers continued in that belief until the end of the relevant period; (b) the relevant period ended before it was reasonably practicable to bring the fact that the expert was not competent, or had not consented, to the attention of persons who received the core disclosure; (c) before the end of the relevant period, the disclosing officers had taken all such steps as it was reasonable for them to have taken to secure that that fact was brought to the attention of those persons. Correction of expert statements 4 (1) A PISCES company does not incur liability under regulation 13 for loss caused by an expert statement if it satisfies the court that— (a) before the relevant period ended, a correction had been disclosed in a manner calculated to bring it to the attention of persons who received the core disclosure, or (b) the disclosing officers took all such steps as it was reasonable for them to take to secure such disclosure and reasonably believed that it had taken place before the end of the relevant period. (2) Nothing in this paragraph is to be taken as affecting paragraph 3. Part 3 Further exemptions from liability and other provision Forward-looking statements and other disclosure 5 (1) Unless the condition in sub-paragraph (2) is met, a PISCES company does not incur any liability under regulation 13 in respect of any loss caused by untrue or misleading information in or an omission from— (a) a forward-looking statement, or (b) a PISCES statement that is not a core disclosure. (2) The condition is that at any time in the relevant period, any of the PISCES company’s disclosing officers— (a) knew the information to be untrue or misleading or were reckless as to whether it was untrue or misleading, or (b) knew the omission to be a dishonest concealment. (3) In sub-paragraph (1), a “forward-looking statement” means a core disclosure which— (a) is of a kind specified for the purposes of this sub-paragraph in PISCES disclosure rules, and (b) is accompanied by a statement, in such form as may be required by those rules, which— (i) identifies the core disclosure as a forward-looking statement, and (ii) refers to the effect of sub-paragraphs (1)(a) and (2). Official communications 6 A PISCES company does not incur any liability under regulation 13 for loss resulting from— (a) a communication made by an official person which is included in a PISCES statement, or (b) a communication contained in a public official document which is included in a PISCES statement, if it satisfies the court that the communication is accurately and fairly reproduced. Exemptions from other liability 7 (1) Except for liability under regulation 13, a PISCES company is not subject to any other liability in respect of any loss caused by a PISCES statement. (2) In sub-paragraph (1) the reference to liability, in relation to a PISCES company, includes a reference to another person being entitled as against that PISCES company to be granted any civil remedy or to rescind or repudiate an agreement. (3) A person other than the PISCES company is not subject to any liability, other than to the PISCES company, in respect of a PISCES statement. (4) This paragraph does not affect— (a) civil liability under rules made under section 954 of the Companies Act 2006 (compensation), (b) liability to a civil penalty, (c) criminal liability, or (d) the powers conferred by section 382 of FSMA 2000 (powers of the court to make a restitution order).
Schedule 2 Compensation: exemptions
Regulation 13 Part 1 Interpretation 1 In this Schedule— “core disclosure” means a PISCES statement made by a PISCES company in order to comply with requirements imposed on it by a PISCES operator in compliance with core disclosure rules; “core disclosure rules” means PISCES disclosure rules under which a PISCES operator must require PISCES companies to disclose, through PISCES disclosure arrangements, information about matters specified for this purpose in the PISCES disclosure rules; “disclosing officer” means, in relation to a PISCES company, its directors and any other person who is identified in a PISCES statement as accepting responsibility for the information contained within it, and “director” has the meaning given in section 417(1) of FSMA 2000; “expert” includes any engineer, valuer, accountant or other person whose profession, qualifications or experience give authority to a statement made by the person; “expert statement” means a statement included in a core disclosure which— purports to be made by, or on the authority of, another person as an expert, is stated to be included in the core disclosure with that person’s consent; “omission” means an omission described in regulation 13(1)(b)(ii); “relevant period” in relation to a PISCES statement, means the period beginning with the time when the company made the statement, and ending— with the time when the person falling within regulation 13(1) bought, or sold, the shares, or where the person in question continued to hold the shares, with the end of the trading period in respect of which the company made the statement. Part 2 Exemptions from liability for core disclosures Core disclosure 2 (1) A PISCES company does not incur any liability under regulation 13 for loss caused by untrue or misleading information in, or an omission from, a core disclosure if it satisfies the court that— (a) at the time the core disclosure was made, its disclosing officers reasonably believed, having made such enquiries (if any) as were reasonable, that— (i) the information was true and not misleading, or (ii) the matter whose omission caused the loss was properly omitted, and (b) one of the conditions in sub-paragraph (2) is satisfied. (2) The conditions are— (a) that the PISCES company’s disclosing officers continued in that belief until the end of the relevant period; (b) that before the end of the relevant period, the disclosing officers had taken all such steps as it was reasonable for them to have taken to secure that a correction was brought to the attention of persons who received the core disclosure. (3) This paragraph is subject to paragraph 5 in respect of forward-looking statements contained in a core disclosure. Expert statements 3 (1) A PISCES company does not incur any liability under regulation 13 for loss caused by an expert statement if it satisfies the court that— (a) at the time the core disclosure was made, its disclosing officers reasonably believed that the expert— (i) was competent to make or authorise the statement, (ii) had consented to its inclusion in the form and context in which it was included, and (b) one or more of the conditions in sub-paragraph (2) are satisfied. (2) The conditions are that— (a) the disclosing officers continued in that belief until the end of the relevant period; (b) the relevant period ended before it was reasonably practicable to bring the fact that the expert was not competent, or had not consented, to the attention of persons who received the core disclosure; (c) before the end of the relevant period, the disclosing officers had taken all such steps as it was reasonable for them to have taken to secure that that fact was brought to the attention of those persons. Correction of expert statements 4 (1) A PISCES company does not incur liability under regulation 13 for loss caused by an expert statement if it satisfies the court that— (a) before the relevant period ended, a correction had been disclosed in a manner calculated to bring it to the attention of persons who received the core disclosure, or (b) the disclosing officers took all such steps as it was reasonable for them to take to secure such disclosure and reasonably believed that it had taken place before the end of the relevant period. (2) Nothing in this paragraph is to be taken as affecting paragraph 3. Part 3 Further exemptions from liability and other provision Forward-looking statements and other disclosure 5 (1) Unless the condition in sub-paragraph (2) is met, a PISCES company does not incur any liability under regulation 13 in respect of any loss caused by untrue or misleading information in or an omission from— (a) a forward-looking statement, or (b) a PISCES statement that is not a core disclosure. (2) The condition is that at any time in the relevant period, any of the PISCES company’s disclosing officers— (a) knew the information to be untrue or misleading or were reckless as to whether it was untrue or misleading, or (b) knew the omission to be a dishonest concealment. (3) In sub-paragraph (1), a “forward-looking statement” means a core disclosure which— (a) is of a kind specified for the purposes of this sub-paragraph in PISCES disclosure rules, and (b) is accompanied by a statement, in such form as may be required by those rules, which— (i) identifies the core disclosure as a forward-looking statement, and (ii) refers to the effect of sub-paragraphs (1)(a) and (2). Official communications 6 A PISCES company does not incur any liability under regulation 13 for loss resulting from— (a) a communication made by an official person which is included in a PISCES statement, or (b) a communication contained in a public official document which is included in a PISCES statement, if it satisfies the court that the communication is accurately and fairly reproduced. Exemptions from other liability 7 (1) Except for liability under regulation 13, a PISCES company is not subject to any other liability in respect of any loss caused by a PISCES statement. (2) In sub-paragraph (1) the reference to liability, in relation to a PISCES company, includes a reference to another person being entitled as against that PISCES company to be granted any civil remedy or to rescind or repudiate an agreement. (3) A person other than the PISCES company is not subject to any liability, other than to the PISCES company, in respect of a PISCES statement. (4) This paragraph does not affect— (a) civil liability under rules made under section 954 of the Companies Act 2006 (compensation), (b) liability to a civil penalty, (c) criminal liability, or (d) the powers conferred by section 382 of FSMA 2000 (powers of the court to make a restitution order).
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