Offeror's Business

Except with the consent of CBB, the following must be included in the offer document for all types of offers:

(a) The nature of the offeror's business, its principal activities and its financial and trading prospects;
(b) Details of the last 3 financial years for which the information has been published, turnover, net profit or loss before and after taxation, the charge for tax (where applicable), extraordinary items, minority interests, the amount absorbed by dividends and earnings and dividends per share;
(c) A statement of the assets and liabilities shown in the last published audited accounts;
(d) If provided in the last published audited accounts, a cash flow statement and any other primary statement shown;
(e) All material changes in the financial or trading position or outlook of the offeror, following the last published audited accounts or a statement that there are no material changes;
(f) Significant accounting polices together with any points from the notes to the relevant published accounts which are of major relevance to an appreciation of the figures;
(g) If, due to a change in an accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated;
(h) Except for cash offer seeking to privatize the offeree company, all offer documents must contain a description of how the offer is to be financed and the source of the finance. The principal lenders or arrangers of such finance must be named; and
(i) If any arrangements are made where the offeror intends that the payment of interest on repayment of or security for any liability will depend to an extent on the business of the offeree company, then a description of the arrangements must be included.
Amended: April 2013