(1) This section applies where -
(a) a prospectus contains the name of a person as a director of the issuer, or as having agreed to become a director thereof, and he or she has not consented to become a director, or has withdrawn, in writing, his or her consent before the issue of the prospectus, and has not authorised or consented to the issue thereof, or
(b) the consent of an expert is required by section 45 to the inclusion in a prospectus of a statement purporting to be made by him or her and he or she either has not given that consent or has withdrawn, in writing, that consent before the issue of the prospectus.
(2) The directors of the issuer, except any without whose knowledge or consent the prospectus was issued, and any other person who authorised the issue thereof shall be liable to indemnify the person named as mentioned in subsection (1) or whose consent was required as so mentioned, as the case may be, against all damages, costs and expenses to which he or she may be