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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 4 : Public Offerings of Company Securities

106. Responsibility for untrue statements in prospectus


(1) If a prospectus contains a statement that is untrue, every person referred to in section 104(1) or (2) is equally responsible in terms of the enforcement provisions of this Act, for that untrue statement, subject to the provisions of subsections (2) and (3).


(2) If—
(a) a published prospectus contains or is accompanied by a report of an expert, or an extract from such a report;
(b) the report or extract contains a statement that is untrue; and
(c) the expert has consented to the inclusion of the statement in the prospectus in the form and context in which it appears, the expert person is solely responsible for that statement, subject to the provisions of subsection (3).


(3) A person is not responsible for an untrue statement contemplated in this section if—
(a) the untrue statement was immaterial; or
(b) liability for the untrue statement does not attach to that person for any reason set out in section 104(3).