Financial Services and Markets Act 2000, section 90

Compensation for statements in listing particulars

Part VI Official Listing

(1)Any person responsible for listing particulars is liable to pay compensation to a person who has—

(a)acquired securities to which the particulars apply; and

(b)suffered loss in respect of them as a result of—

(i)any untrue or misleading statement in the particulars; or

(ii)the omission from the particulars of any matter required to be included by section 80 or 81.

(2)Subsection (1) is subject to exemptions provided by Schedule 10.

(3)If listing particulars are required to include information about the absence of a particular matter, the omission from the particulars of that information is to be treated as a statement in the listing particulars that there is no such matter.

(4)Any person who fails to comply with section 81 is liable to pay compensation to any person who has—

(a)acquired securities of the kind in question; and

(b)suffered loss in respect of them as a result of the failure.

(5)Subsection (4) is subject to exemptions provided by Schedule 10.

(6)This section does not affect any liability which may be incurred apart from this section.

(7)References in this section to the acquisition by a person of securities include references to his contracting to acquire them or any interest in them.

(8)No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company’s securities—

(a)if he were responsible for those particulars; or

(b)if he is responsible for them, which he is entitled to omit by virtue of section 82.

(9)The reference in subsection (8) to a person incurring liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

(10) “Listing particulars”, in subsection (1) and Schedule 10, includes supplementary listing particulars.

F763 (11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F763 (11A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F763 (12). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Read section 90 in the full Act → Definitions (2) Cases (17)

Definitions used in section 90

listing particulars

“listing particulars” has the meaning given in section 79(2);

Defined in s.102C · see it in the full Act
securities

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

Defined in Sch.10A para.8(6) · see it in the full Act

Cases considering section 90 (17)

Various Claimants Listed in the Schedules to the Claim Forms v Entain Plc

[2026] EWHC 1622 (KB) · 30 June 2026

Applies the section 90 statutory regime to claims concerning three prospectuses and one supplementary prospectus. The court held that the differences between section 90 and section 90A did not affect the case-management issues being decided. (see paras [1], [8], [11])

Allianz Funds Multi-Strategy Trust & Ors v Barclays Plc

[2024] EWHC 2710 (Ch) · 25 October 2024Defines

Contrasted with Schedule 10A because section 90 imposes liability for loss resulting from statements or omissions without a separate statutory reliance requirement. It also informs the distinction between prospectus liability and issuer liability for published information (see paras [38], [102]-[104]).

Aabar Holdings SARL & Ors v Glencore PLC & Ors

[2024] EWHC 1556 (Comm) · 23 May 2024

Applies the acquisition and loss requirements as the statutory basis for determining standing under section 90 claims. Claimants must identify the securities acquired and the loss suffered in respect of them (see para [30]).

What each judgment says about section 90 is in the case-law panel in the full Act.

Explanatory note

183.This section provides that a person responsible for listing particulars (or, under this Part as applied by sections 86, 87(5) and Schedule 9, prospectuses or non-listing prospectuses) is liable to pay compensation to those who suffer loss as a result of untrue or misleading statements or the omission of any information which must be contained in those documents.  There are some circumstances in which there is no liability to pay compensation.  These are set out in Schedule 10.

All the explanatory notes for the Act

Amendments and notes

4 notes from legislation.gov.uk

Amendments

  1. F761S. 90 words in heading substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 5
  2. F762Words in s. 90 heading heading omitted (30.1.2024 for specified purposes, 19.1.2026 in so far as not already in force) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 8(2) (with regs. 48-50); S.I. 2025/1078, reg. 5(b) (with reg. 12)
  3. F763S. 90(11)(11A)(12) omitted (30.1.2024 for specified purposes, 19.1.2026 in so far as not already in force) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 8(3) (with regs. 48-50); S.I. 2025/1078, reg. 5(b) (with reg. 12)

Modifications

  1. C312S. 90 restricted (1.12.2001) by S.I. 2001/2957, arts. 1, 7(3); S.I. 2001/3538, art. 2(1)