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LR 13.4 Class 1 circulars

Class 1 circulars

LR 13.4.1R

A class 1 circular must also include the following information:

  1. (1)

    the information given in the notification (see LR 10.4.1R);

  2. (2)

    the information required by LR 13 Annex 1;

  3. (3)

    the information required by LR 13.5 (if applicable); and

  4. (4)

    a declaration by the issuer and2 its directors in the following form (with appropriate modifications):

    "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.";

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  5. (5)

    a statement of the effect of the acquisition or disposal on the group's earnings and assets and liabilities; and

  6. (6)

    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.

LR 13.4.1AG

1The information necessary under LR 13.3.1R (3) includes all the material terms of the class 1 transaction including the consideration.

LR 13.4.2R

If a class 1 circular contains a modified report3, as described in LR 13.5.25 R, the class 1 circular must set out:

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  1. (1)

    whether the modification or emphasis-of-matter paragraph3 is significant to shareholders;

  2. (2)

    if the modification or emphasis-of-matter paragraph3 is significant to shareholders, the reason for its significance; and

  3. (3)

    a statement from the directors explaining why they are able to recommend the proposal set out in the class 1 circular notwithstanding the modified report3

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Takeover offers

LR 13.4.3R
  1. (1)

    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.

  2. (2)

    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. (3)

    The listed company must prepare and publish the working capital statement on the listed company on the basis that the acquisition has not taken place.

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  4. (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.

  5. (5)

    [deleted]4

  6. (6)

    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.

Acquisition or disposal of property

LR 13.4.4R

If a class 1 transaction relates to:

  1. (1)

    the acquisition or disposal of property; or

  2. (2)

    the acquisition of a property company that is not listed;

the class 1 circular must include a property valuation report.

LR 13.4.5R

If a listed company makes significant reference to the value of a property in a class 1 circular, the class 1 circular must include a property valuation report.

Acquisition or disposal of mineral resources

LR 13.4.6R

If a class 1 transaction relates to an acquisition or disposal of mineral resources or rights to mineral resources5 the class 1 circular must include:

  1. (1)

    a mineral expert's report; and

  2. (2)

    a glossary of the technical terms used in the mineral expert's report.

LR 13.4.7G

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:3

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  1. (1)

    details of mineral resources, and where applicable reserves (presented separately) and exploration results or prospects;3

  2. (2)

    anticipated mine life and exploration potential or similar duration of commercial activity in extracting reserves;3

  3. (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

  4. (4)

    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

  5. (5)

    an explanation of any exceptional factors that have influenced the matters in (1) to (4).3

Acquisition of a scientific research based company or related assets

LR 13.4.8R

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 1c of Part III (Scientific research based companies) 1of theESMA Prospectus Recommendations.5

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