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CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 750
Part A, B, C and D statements
750. The following Parts set out the requirements with which Part A
statements, Part B statements, Part C statements and Part D statements are to
comply: Offer period
1. The statement shall set out the period during which the offers are intended
to remain open. Particulars of corporate offeror
2. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall:
(a) specify the names, occupations and addresses of all the directors of
the body corporate or of each body corporate;
(b) contain a summary of the principal activities of the body corporate or
of each body corporate; and
(c) if the body corporate or either or any of the bodies corporate is
included in a group of bodies corporate consisting of a holding
company and a subsidiary or subsidiaries-contain a summary of the
principal activities of the group of bodies corporate. Offeror's
entitlement in target
3. The statement shall:
(a) set out full particulars of the shares in the target company to which
the offeror is entitled or, if there are no such shares, set out a
statement to that effect; and
(b) set out full particulars of marketable securities (other than shares)
of the target company to which the offeror is entitled or, if there
are no such securities to which the offeror is entitled, set out a
statement to that effect. Transactions in target by offeror or
associates during previous 4 months
4. The statement shall set out particulars of all acquisitions or disposals of
shares in the target company by the offeror, or any associate of the offeror,
in the 4 months ending on the day immediately before the day on which the
statement is lodged for registration, including particulars of the price per
share in relation to each acquisition or disposal. Transactions in offeror by
offeror or associates during previous 4 months
5. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall set out particulars of all acquisitions or disposals of shares
in that body corporate or any of those bodies corporate by any person included
in, or any associate of, the offeror, in the 4 months ending on the day
immediately before the day on which the statement is lodged for registration,
including particulars of the price per share in relation to each acquisition
or disposal. Alterations to capital structure of offeror or subsidiary during
previous 5 years
6. Where the offeror is or includes a body corporate or bodies corporate and:
(a) shares may be acquired for a consideration that is or includes
marketable securities of that body corporate or of any of those bodies
corporate; or
(b) each offer is subject to a condition requiring the making of a payment
(whether by way of making a loan, subscribing for shares or otherwise)
by the offeree to that body corporate or any of those bodies
corporate; the statement shall set out, in respect of that body
corporate or each of those bodies corporate:
(c) full particulars of any alterations in the capital structure of the
body corporate during the 5 years immediately before the date on which
the statement is lodged for registration and particulars of the dates
of any such alterations and the source of any increase in its capital;
and
(d) full particulars of any alterations in the capital structure of any
body corporate that, at any time during the 5 years referred to in
paragraph (c), was a subsidiary of the body corporate referred to in
that paragraph, being alterations occurring at any time during those 5
years when the body corporate was a subsidiary of the body corporate
referred to in that paragraph, and particulars of the date on which
any such body corporate became a subsidiary or ceased to be a
subsidiary, the date of any such alteration in its capital structure
and the source of any increase in its capital. Particulars of natural
person offeror
7. Where the offeror is or includes a natural person or natural persons, the
statement shall:
(a) specify the name, address and occupation of that person or of each of
those persons;
(b) set out a summary of the principal business activities of that person
or of each of those persons; and
(c) specify the bodies corporate (if any) of which that person or any of
those persons is a director or other officer, it being sufficient,
where a person is a director of one or more subsidiaries of the same
holding company, to specify that the person holds one or more
directorships in a group of companies that may be described by the
name of the holding company with the
addition of the word "Group". Proposed acquisition by offeror of other shares,
or of options or notes
8. Where:
(a) the offeror has sent offers or invitations relating to:
(i) the acquisition of shares in the target company (whether voting
shares or not) of a different class from the shares to which
the takeover offers relate; or
(ii) the acquisition of renounceable options or convertible notes
granted or issued by the target company;
being offers or invitations that are open or expressed to be open on the day
on which the statement is served on the target company; or
(b) the offeror proposes to send, while the takeover offers remain open,
offers or invitations relating to:
(i) the acquisition of shares in the target company (whether voting
shares or not) of a different class from the shares to which
the takeover offers relate; or
(ii) the acquisition of renounceable options or convertible notes
granted or issued by the target company; the statement shall
set out the terms or proposed terms of those offers or
invitations. Proposed terms for acquiring non-voting shares,
options or notes
9. Where the offeror intends, if required under subsection 703 (4) to give
notice to the holders of any non-voting shares in, renounceable options
granted by, or convertible notes issued by, the target company, to propose
terms for the acquisition of those shares, renounceable options or convertible
notes, the statement shall set out those proposed terms. Pre-emption clauses
in target's constitution
10. The statement shall:
(a) set out particulars of any restriction on the right to transfer shares
to which the offers relate contained in the constitution of the target
company that has the effect of requiring the holders of the shares,
before transferring them, to offer them for purchase to members of the
target company or to any other person; and
(b) if there is any such restriction, set out the arrangements (if any)
being made to enable the shares to be transferred. How cash
consideration to be provided
11. If the consideration for the acquisition of the shares to which the
takeover offers relate or for the acquisition of any shares, renounceable
options or convertible notes referred to in clause 9 is to be satisfied in
whole or in part by the payment of cash, the statement shall set out:
(a) if the offeror is to provide some or all of the cash from the
offeror's own funds-particulars sufficient to identify the cash
amounts held by the offeror for or in respect of payment of the
consideration; and
(b) if the offeror is not to provide all of the cash, or is not to provide
any of it, from the offeror's own funds:
(i) particulars sufficient to identify the other person who is, or
each of the other persons who are, to provide, whether directly
or indirectly, some or all of the cash from that person's or
those persons' own funds; and
(ii) particulars of the arrangements by which that cash will be
provided by that other person or those other persons. Proposed
benefits to officers of target etc.
12. Where, in connection with the offers:
(a) a prescribed benefit (other than an excluded benefit) will or may be
given to a person in connection with the retirement of a person from a
prescribed office in relation to the target company; or
(b) a prescribed benefit will or may be given to a prescribed person in
relation to the target company in connection with the transfer of the
whole or any part of the undertaking or property of the target
company; the statement shall set out particulars with respect to the
prescribed benefit, including:
(c) in the case of a prescribed benefit that is a payment-the amount of
the payment; or
(d) in any other case-the money value of the prescribed benefit. Other
agreements with directors of target
13. Where there is any other agreement made between the offeror and any of the
directors of the target company in connection with or conditional upon the
outcome of the offers, the statement shall set out particulars of any such
agreement. Change in target's financial position
14. The statement shall set out whether, so far as is known to the offeror,
the financial position of the target company has materially changed since the
date of the last balance-sheet laid before the company in general meeting and,
if so, full particulars of the change known to the offeror. Agreement by
offeror to transfer shares acquired under offers
15. Where there is any agreement whereby any shares acquired by the offeror
pursuant to the offers will or may be transferred to any other person, the
statement shall set out:
(a) the names of the persons who are parties to the agreement, the number,
description and amount of the shares that will or may be so
transferred and, if the transferee is not a party to the agreement,
the name of the transferee; and
(b) the number, description and amount of any shares in the target company
held by or on behalf of each of the persons who are parties to the
agreement and, if the transferee is not a party to the agreement, by
or on behalf of the transferee or, if no such shares are so held, a
statement to that effect. Escalation clauses
16. Where there is any agreement for the acquisition of shares in the target
company by the offeror or by an associate of the offeror, being an agreement
under which the person, or either or any of the persons, from whom the shares
have been or are to be acquired or an associate of that person or of either or
any of those persons may, at any time after an offer is sent, become entitled
to any benefit, whether by way of receiving an increased price for those
shares or by payment of cash or otherwise, that is related to, dependent upon,
or calculated in any way by reference to, the consideration payable for shares
acquired after the agreement was entered into, the statement shall set out
full particulars of that agreement. Other material information
17. The statement shall set out any other information material to the making
of a decision by an offeree whether or not to accept an offer, being
information that is known to the offeror and has not previously been disclosed
to the holders of shares in the target company. Information required by
regulations to be disclosed
18. If the statement:
(a) is included in a class of Part A statements in relation to which
regulations are in force for the purposes of this paragraph;
(b) relates to an offer to acquire shares in a class of offers in relation
to which regulations are in force for the purposes of this paragraph;
or
(c) relates to an offer to acquire shares where the consideration
specified in the offer as the consideration for the acquisition of
shares is or includes marketable securities in a class of marketable
securities, or is or includes marketable securities of a body
corporate in a class of bodies corporate, in relation to which
regulations are in force for the purposes of this paragraph; the
statement shall set out the prescribed matters and contain the
prescribed reports, being reports each of which either indicates by
way of note any adjustments as respects the figures of any profit or
loss or assets and liabilities dealt with by the report that appear
necessary to the person making the report or makes those adjustments
and indicates that adjustments have been made. Information about other
bodies corporate
19. Where:
(a) the consideration to be offered in exchange for shares in the target
company consists, in whole or in part, of marketable securities
issued, or to be issued, by a body corporate that is not, or is not
included in, the offeror; or
(b) the offer is subject to a condition requiring the making of a payment
(whether by way of making a loan, subscribing for shares or otherwise)
by the offeree to a body corporate that is not, or is not included in,
the offeror; the statement shall contain the same information as would
have to be given under a requirement of any other provision of this
Part if the body corporate were the offeror. Offeror's intentions
about business, assets and employees of target
20. (1) The statement shall set out particulars of the offeror's intentions
regarding:
(a) the continuation of the business of the target company;
(b) any major changes to be made to the business of the target company,
including any redeployment of the fixed assets of the target company;
and
(c) the future employment of the present employees of the target company.
(2) Without limiting the generality of subclause (1), if the offeror has not
made a decision on a matter referred to in paragraph (1) (a), (b) or (c) but
is considering a possible course of action, or 2 or more possible courses of
action, in relation to that matter, the statement shall set out that fact and
specify the course of action or courses of action concerned and the reason why
the offeror has not made a decision on the matter. Requirements where
consideration includes marketable securities
21. (1) This clause applies only where the consideration to be offered in
exchange for shares in the target company consists, in whole or in part, of
marketable securities issued, or to be issued, by a body corporate.
(2) Where the marketable securities are listed for quotation on the stock
market of a securities exchange, the statement shall state the fact, specify
the securities exchange concerned and specify:
(a) the latest recorded sale price before the date on which the statement
is lodged for registration;
(b) the highest and lowest recorded sale prices during the 3 months ending
on the day immediately before that date and the respective dates of
the relevant sales; and
(c) where the takeover offers have been the subject of a public
announcement in newspapers or by any other means before the statement
is served on the target company, the latest recorded sale price before
the public announcement.
(3) Where the marketable securities are listed for quotation on, or dealt in
on, more than one securities exchange, it is sufficient compliance with
paragraphs (2) (a) and (c) if information with respect to the marketable
securities is given in relation to the securities exchange at which there has
been the greatest number of recorded dealings in the securities in the 3
months ending on the day immediately before the day on which the statement is
served on the target company.
(4) Where the securities are not listed for quotation on the stock market of a
securities exchange, the statement shall set out all the information that the
offeror has as to the number of the securities that have been sold in the 3
months ending on the day immediately before the day on which the statement is
served on the target company and the amount of those securities and the prices
at which they were sold and, if the offeror does not have any such
information, a statement to that effect.
(5) Where marketable securities are to be issued, the information required
under subclauses (2), (3) and (4) shall be given in respect of such marketable
securities as have been issued and are of the same class as those to be
issued. Recommendations in relation to offers
1. The statement shall set out:
(a) except in the case of a target company that is in the course of being
wound up or is under official management, in relation to each director
of the target company:
(i) if the director desires to make, and considers himself or
herself justified in making, a recommendation in relation to
the offers-whether the director recommends the acceptance of
offers made or to be made by the offeror or recommends against
such acceptance and, in either case, the reasons for so
recommending;
(ii) if the director is not available to consider the offers-that
the director is not so available and the reasons for being not
so available; or
(iii) in any other case-that the director does not desire to make, or
does not consider himself or herself justified in making, a
recommendation and the reasons for not so desiring or for so
considering; or
(b) in the case of a target company that is in the course of being wound
up or is under official management, in relation to each liquidator or
each official manager, as the case requires:
(i) if the liquidator or official manager, as the case may be,
desires to make, and considers himself or herself justified in
making, a recommendation in relation to the offers-whether the
liquidator or official manager, as the case may be, recommends
the acceptance of offers made or to be made by the offeror or
recommends against such acceptance and, in either case, the
reasons for so recommending; or
(ii) in any other case-that the liquidator or official manager, as
the case may be, does not desire to make, or does not consider
himself or herself justified in making, a recommendation and
the reasons for not so desiring or for so considering.
Directors' entitlement in target
2. The statement shall set out the number, description and amount of
marketable securities of the target company to which each director of the
company is entitled or, in the case of a director who is not entitled to any,
that fact. Whether directors intend to accept offers
3. The statement shall set out in respect of each director of the target
company by whom, or on whose behalf, shares in the target company are held:
(a) whether the director intends to accept any offer that has been or may
be made in respect of those shares; or
(b) that the director has not decided whether to accept such an offer.
Directors who did not approve Part B statement
4. The statement shall set out the name of any director of the target company
who voted against the relevant resolution authorising the Part B statement
and, if the director so requires, a statement by that director setting out the
reasons for so voting. Directors' entitlement in offeror
5. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall set out whether any director of the target company is entitled
to any marketable securities of that body corporate or of any of those bodies
corporate and, if so, the number, description and amount of those marketable
securities. Transactions in offeror by target or associates during previous 4
months
6. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall set out particulars of all acquisitions or disposals of shares
in that body corporate or any of those bodies corporate by the target company,
or any associate of the target company, in the 4 months ending on the day
immediately before the day on which the Part A statement relating to the
offers was served on the target company, including particulars of the price
per share in relation to each acquisition or disposal. Transactions in target
by associates during previous 4 months
7. The statement shall set out particulars of all acquisitions or disposals of
shares in the target company by any associate of the target company in the 4
months ending on the day immediately before the day on which the Part A
statement relating to the offers was served on the target company, including
particulars of the price per share in relation to each acquisition or
disposal. Proposed benefits to officers of target etc.
8. Where:
(a) a prescribed benefit (other than an excluded benefit) will or may be
given to a person in connection with the retirement of a person from a
prescribed office in relation to the target company; or
(b) a prescribed benefit will or may be given to a prescribed person in
relation to the target company in connection with the transfer of the
whole or any part of the undertaking or property of the target
company; the statement shall set out particulars with respect to the
prescribed benefit, including:
(c) in the case of a prescribed benefit that is a payment-the amount of
the payment; or
(d) in any other case-the money value of the prescribed benefit. Other
agreements by directors of target
9. Where there is any other agreement made between any director of the target
company and any other person in connection with or conditional upon the
outcome of the offers, the statement shall set out particulars of any such
agreement. Interest of director of target in contract with offeror
10. The statement shall set out whether any director of the target company has
an interest in any contract entered into by the offeror and, if so,
particulars of the nature and extent of each such interest. Sales of shares in
target in previous 6 months
11. If the shares to which the offers relate are not listed for quotation on
the stock market of a stock exchange, the statement shall set out all the
information that the target company has as to the number of any such shares
that have been sold in the 6 months ending on the day immediately before the
day on which the Part A statement relating to the offers was served on the
target company and the amount of those shares and the prices at which they
were sold. Changes in target's financial position
12. The statement shall set out whether, so far as is known to:
(a) in the case of a Part B statement that is signed as mentioned in
paragraph 647 (2) (a)-any of the directors of the target company; or
(b) in the case of a Part B statement that is signed as mentioned in
paragraph 647 (2) (b)-the liquidator or official manager, as the case
may be; the financial position of the target company has materially
changed since the date of the last balance-sheet of the company, being
a balance-sheet that has been laid before the company in general
meeting or sent to shareholders in accordance with section 315 or a
corresponding law, and, if so, full particulars of any such change or
changes. Other material information
13. The statement shall set out any other information material to the making
of a decision by an offeree whether or not to accept an offer, being
information that is known to:
(a) in the case of a Part B statement that is signed as mentioned in
paragraph 647 (2) (a)-any of the directors of the target company; or
(b) in the case of a Part B statement that is signed as mentioned in
paragraph 647 (2) (b)-the liquidator or official manager, as the case
requires; and has not previously been disclosed to the holders of
shares in the target company. Particulars of offers, including offer
period
1. The statement shall set out full particulars of the offers under the
takeover announcement, including the period for which the offers will, unless
withdrawn, remain open. Particulars of corporate offeror
2. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall:
(a) specify the names, occupations and addresses of all the directors of
the body corporate or of each body corporate;
(b) contain a summary of the principal activities of the body corporate or
of each body corporate; and
(c) if the body corporate or either or any of the bodies corporate is
included in a group of bodies corporate consisting of a holding
company and a subsidiary or subsidiaries-contain a summary of the
principal activities of the group of bodies corporate. Offeror's
entitlement in target
3. The statement shall:
(a) set out full particulars of the shares in the target company to which
the offeror is entitled, or, if there are no such shares, set out a
statement to that effect; and
(b) set out full particulars of marketable securities (other than shares)
of the target company to which the offeror is entitled or, if there
are no such securities to which the offeror is entitled, set out a
statement to that effect. Particulars of natural person offeror
4. Where the offeror is or includes a natural person or natural persons, the
statement shall:
(a) specify the name, address and occupation of that person or of each of
those persons;
(b) set out a summary of the principal business activities of that person
or of each of those persons; and
(c) specify the bodies corporate (if any) of which that person or any of
those persons is a director or other officer, it being sufficient,
where a person is a director of one or more subsidiaries of the same
holding company, to specify that the person holds one or more
directorships in a group of companies that may be described by the
name of the holding company with the
addition of the word "Group". Transactions in target by offeror or associates
during previous 4 months
5. The statement shall set out particulars of all acquisitions or disposals of
shares in the target company by the offeror, or any associate of the offeror,
in the 4 months ending on the day immediately before the day of the takeover
announcement, including particulars of the price per share in relation to each
acquisition or disposal. Transactions in offeror by offeror or associates
during previous 4 months
6. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall set out particulars of all acquisitions or disposals of shares
in that body corporate or any of those bodies corporate by any person included
in, or any associate of, the offeror, in the 4 months ending on the day
immediately before the day of the takeover announcement, including particulars
of the price per share in relation to each acquisition or disposal. Proposed
terms for acquisition of non-voting shares, options or notes
7. Where the offeror intends, if required under subsection 703 (4) to give
notice to the holders of any non-voting shares in, renounceable options
granted by, or convertible notes issued by, the target company, to propose
terms for the acquisition of those shares, options or notes, the statement
shall set out those proposed terms. How cash consideration to be provided
8. The statement shall set out:
(a) if the offeror is to provide from the offeror's own funds some or all
of the cash payable as consideration for the acquisition of shares to
which the takeover announcement relates or for the acquisition of any
shares, renounceable options or convertible notes referred to in
clause 7-particulars sufficient to identify the cash amounts held by
the offeror for or in respect of payment of the consideration; and
(b) if the offeror is not to provide from the offeror's own funds all of
the cash payable as consideration for the acquisition of shares to
which the takeover announcement relates or for the acquisition of any
shares, renounceable options or convertible notes referred to in
clause 7, or is not to provide any of that cash from the offeror's own
funds:
(i) particulars sufficient to identify the other person who is, or
each of the other persons who are, to provide, whether directly
or indirectly, some or all of the cash from that person's or
those persons' own funds; and
(ii) particulars of the arrangements by which that cash will be
provided by that other person or those other persons. Proposed
benefits to officers of target etc.
9. Where, in connection with the takeover announcement:
(a) a prescribed benefit (other than an excluded benefit) will or may be
given to a person in connection with the retirement of a person from a
prescribed office in relation to the target company; or
(b) a prescribed benefit will or may be given to a prescribed person in
relation to the target company in connection with the transfer of the
whole or any part of the undertaking or property of the target
company; the statement shall set out particulars with respect to the
prescribed benefit, including:
(c) in the case of a prescribed benefit that is a payment-the amount of
the payment; or
(d) in any other case-the money value of the prescribed benefit. Other
agreements with directors of target
10. Where there is any other agreement made between the offeror and any of the
directors of the target company in connection with or conditional upon the
outcome of the takeover announcement, the statement shall set out particulars
of any such agreement. Change in target's financial position
11. The statement shall set out whether, so far as is known to the offeror,
the financial position of the target company has materially changed since the
date of the last balance-sheet laid before the company in general meeting and,
if so, full particulars of the change known to the offeror. Agreement by
offeror to transfer shares acquired under offers
12. Where there is any agreement whereby any shares acquired by the offeror
pursuant to the takeover announcement will or may be transferred to any other
person, the statement shall set out:
(a) the names of the persons who are parties to the agreement, the number,
description and amount of the shares that will or may be so
transferred and, if the transferee is not a party to the agreement,
the name of the transferee; and
(b) the number, description and amount of any shares in the target company
held by or on behalf of each of the persons who are parties to the
agreement and, if the transferee is not a party to the agreement, by
or on behalf of the transferee or, if no such shares are so held, a
statement to that effect. Escalation clauses
13. Where there is any agreement for the acquisition of shares in the target
company by the offeror or by an associate of the offeror, being an agreement
under which the person, or either or any of the persons, from whom the shares
have been or are to be acquired or an associate of that person or of either or
any of those persons may, at any time after the takeover announcement is made,
become entitled to any benefit, whether by way of receiving an increased price
for those shares or by payment of cash or otherwise, that is related to,
dependent upon, or calculated in any way by reference to, the consideration
payable for shares acquired after the agreement was entered into, the
statement shall set out full particulars of that agreement. Other material
information
14. The statement shall set out any other information material to the making
of a decision by an offeree whether or not to accept an offer under the
takeover announcement, being information that is known to the offeror and has
not previously been disclosed to the holders of shares in the target company.
Offeror's intentions about business, assets and employees of target
15. (1) The statement shall set out particulars of the offeror's intentions
regarding:
(a) the continuation of the business of the target company;
(b) any major changes to be made to the business of the target company,
including any redeployment of the fixed assets of the target company;
and
(c) the future employment of the present employees of the target company.
(2) Without limiting the generality of subclause (1), if the offeror has not
made a decision on a matter referred to in paragraph (1) (a), (b) or (c) but
is considering a possible course of action, or 2 or more possible courses of
action, in relation to that matter, the statement shall set out that fact and
specify the course of action or courses of action concerned and the reason why
the offeror has not made a decision on the matter. Recommendations in relation
to offers
1. The statement shall set out:
(a) except in the case of a target company that is in the course of being
wound up or is under official management, in relation to each director
of the target company:
(i) if the director desires to make, and considers himself or
herself justified in making, a recommendation in relation to
the offers-whether the director recommends the acceptance of
offers under the takeover announcement or recommends against
such acceptance and, in either case, the reasons for so
recommending;
(ii) if the director is not available to consider the offers-that
the director is not so available and the reasons for being not
so available; or
(iii) in any other case-that the director does not desire to make, or
does not consider himself or herself justified in making, a
recommendation and the reasons for not so desiring or for so
considering; or
(b) in the case of a target company that is in the course of being wound
up or is under official management, in relation to each liquidator or
each official manager, as the case requires:
(i) if the liquidator or official manager, as the case may be,
desires to make, and considers himself or herself justified in
making, a recommendation in relation to the offers-whether the
liquidator or official manager, as the case may be, recommends
the acceptance of offers under the takeover announcement or
recommends against such acceptance and, in either case, the
reasons for so recommending; or
(ii) in any other case-that the liquidator or official manager, as
the case may be, does not desire to make, or does not consider
himself or herself justified in making, a recommendation and
the reasons for not so desiring or for so considering.
Directors' entitlement in target
2. The statement shall set out the number, description and amount of
marketable securities of the target company to which each director of the
company is entitled or, in the case of a director who is not entitled to any,
that fact. Whether directors intend to accept offers
3. The statement shall set out in respect of each director of the target
company by whom, or on whose behalf, shares in the target company are held:
(a) whether the director intends to accept any offer that has been made in
respect of those shares; or
(b) that the director has not decided whether to accept such an offer.
Directors who did not approve Part C statement
4. The statement shall set out the name of any director of the target company
who voted against the relevant resolution authorising the Part D statement
and, if the director so requires, a statement by that director setting out the
reasons for so voting. Directors' entitlement in offeror
5. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall set out whether any director of the target company is entitled
to any marketable securities of that body corporate or of any of those bodies
corporate and, if so, the number, description and amount of those marketable
securities. Transactions in offeror by target or associates during previous 4
months
6. Where the offeror is or includes a body corporate or bodies corporate, the
statement shall set out particulars of all acquisitions or disposals of shares
in that body corporate or any of those bodies corporate by the target company,
or any associate of the target company, in the 4 months ending on the day
immediately before the day of the takeover announcement, including particulars
of the price per share in relation to each acquisition or disposal.
Transactions in target by associates during previous 4 months
7. The statement shall set out particulars of all acquisitions or disposals of
shares in the target company by any associate of the target company in the 4
months ending on the day immediately before the day of the takeover
announcement, including particulars of the price per share in relation to each
acquisition or disposal. Proposed benefits to officers of target etc.
8. Where:
(a) a prescribed benefit (other than an excluded benefit) will or may be
given to a person in connection with the retirement of a person from a
prescribed office in relation to the target company; or
(b) a prescribed benefit will or may be given to a prescribed person in
relation to the target company in connection with the transfer of the
whole or any part of the undertaking or property of the target
company; the statement shall set out particulars with respect to the
prescribed benefit, including:
(c) in the case of a prescribed benefit that is a payment-the amount of
the payment; or
(d) in any other case-the money value of the prescribed benefit. Other
agreements by directors of target
9. Where there is any other agreement made between any director of the target
company and any other person in connection with or conditional upon the
outcome of the offers under the takeover announcement, the statement shall set
out particulars of any such agreement. Interest of director of target in
contract with offeror
10. The statement shall set out whether any director of the target company has
an interest in any contract entered into by the offeror and, if so,
particulars of the nature and extent of each such interest. Changes in
target's financial position
11. The statement shall set out whether, so far as is known to:
(a) in the case of a Part D statement that is signed as mentioned in
paragraph 683 (2) (a)-any of the directors of the target company; or
(b) in the case of a Part D statement that is signed as mentioned in
paragraph 683 (2) (b)-the liquidator or official manager, as the case
may be; the financial position of the target company has materially
changed since the date of the last balance-sheet of the company, being
a balance-sheet that has been laid before the company in general
meeting or sent to shareholders in accordance with section 315 or a
corresponding law, and, if so, full particulars of any such change or
changes. Other material information
12. The statement shall set out any other information material to the making
of a decision by an offeree whether or not to accept an offer made under the
takeover announcement, being information that is known to:
(a) in the case of a Part D statement that is signed as mentioned in
paragraph 683 (2) (a)-any of the directors of the target company; or
(b) in the case of a Part D statement that is signed as mentioned in
paragraph 683 (2) (b)-the liquidator or official manager, as the case
requires; and has not previously been disclosed to the holders of
shares in the target company.
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