Offering of Securities

Past version: Effective from 01 Jan 2009 to 31 Mar 2013
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The offeror company should include the following in the offer document when the offeror is offering its securities in exchange for the securities of the offeree company:

(a) The nature of its business and its financial and trading prospects.
(b) The date and country of its incorporation.
(c) The address of its head office
(d) The authorized and issued share capital and the rights of the shareholders in respect of capital, dividends and voting.
(e) A precise description of the rights of the holders of the securities, including as to ranking for dividends and capital.
(f) Details of shares issued and shares repurchased starting the end of the last financial year of the offeror.
(g) Details of options, warrants and conversion rights affecting shares in the offeror.
(h) Details of any reorganisation of capital during the 2 financial years previous to the commencement of the offer period.
(i) Details of any bank overdrafts or loans, or other similar transactions, mortgages, charges, guarantees or other material contingent liabilities of the offeror and any of its subsidiaries, or, if there are no such liabilities, a statement to that effect. Details should be not more than 3 months preceding the latest practicable date prior to the posting of the document.
(j) Details of any material litigation to which the offeror is, or may become, a party.
(k) Details of every material contract entered into 2 years prior to the commencement of the offer period.
(l) When and how the documents of title to the securities will be issued.
(m) The effect of the offer on the directors of the offeror. If there will be no effect, this must be stated.
(n) The effect of full acceptance of the offer upon the offeror's assets, liabilities, profits and business which may be significant for a proper appraisal of the offer. This does not require a profit forecast to be made.