(1) Where a prospectus, issued, circulated or distributed under this Chapter, includes any statement which is untrue or misleading in form or context in which it is included or where any inclusion or omission of any matter is likely to mislead, every person who authorises the issue of such prospectus shall be liable under section 447.

(2) Nothing in this section shall apply to a person if he proves that such statement or omission was immaterial or that he had reasonable grounds to believe, and did up to the time of issue of the prospectus believe, that the statement was true or the inclusion or omission was necessary.

(3) Nothing in this section shall apply to an expert (whether named in the prospectus or not) if he proves that—

1. having given his consent, he withdrew it in writing before delivery of the prospectus for registration;
2. that after delivery of the prospectus for registration and before allotment thereunder, he, on becoming aware of the untrue statement, withdrew his consent and gave reasonable public notice thereof with the reasons for such withdrawal.