A class 1 circular must also include the following information:
the information given in the notification (see LR 10.4.1R);
the information required by LR 13 Annex 1;
the information required by LR 13.5 (if applicable); and
"The [issuer] and the2 directors of [the issuer2], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge and belief of the [issuer] and the 2directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.";2
a statement of the effect of the acquisition or disposal on the group's earnings and assets and liabilities; and
if a statement or report attributed to a person as an expert is included in a circular (other than a statement or report incorporated by reference from a prospectus or listing particulars), a statement to the effect that the statement or report is included, in the form and context in which it is included, with the person's consent.
whether the modification or emphasis-of-matter paragraph3 is significant to shareholders;
if the modification or emphasis-of-matter paragraph3 is significant to shareholders, the reason for its significance; and
- (3) 3
If a class 1 circular relates to a takeover offer which is recommended by the offeree's board and the listed company has had access to due diligence information on the offeree at the time the class 1 circular is published, the listed company must prepare and publish the working capital statement on the basis that the acquisition has taken place.
If a class 1 circular relates to a takeover offer which has not been recommended by the offeree's board or the listed company has not had access to due diligence information on the offeree at the time the class 1 circular is published, then the listed company must comply with paragraphs (3) to (6).
- (3) 4
Other information on the offeree required by LR 13 Annex 1 should be disclosed in the class 1 circular on the basis of information published or made available by the offeree and of which the listed company is aware and is free to disclose.
If the takeover offer has been recommended but the listed company does not have access to due diligence information on the offeree, the listed company must disclose in the class 1 circular why access has not been given to that information.
The FCA may modify the information requirements in LR 13.4.6 R if it considers that the information set out would not provide significant additional information. In those circumstances the FCA would generally require only the following information, provided it is presented in accordance with reporting standards acceptable to the FCA:33
anticipated mine life and exploration potential or similar duration of commercial activity in extracting reserves;3
an indication of the duration and main terms of any licences or concessions and the legal, economic and environmental conditions for exploring and developing those licences or concessions;3
indications of the current and anticipated progress of mineral exploration and/or extraction and processing including a discussion of the accessibility of the deposit; and3
an explanation of any exceptional factors that have influenced the matters in (1) to (4).3
If a class 1 transaction relates to the acquisition of a scientific research based company or related assets, the class 1 circular must contain an explanation of the transaction's impact on the acquirer's business plan and the information set out in section III.3 (Scientific research based companies) of the technical note on PR disclosure and specialist issuers6.11355