LR 13 Annex 1 Class 1 circulars

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The following table identifies (by reference to certain paragraphs of Annex 1 and Annex 3 of the PD Regulation) the additional information required to be included in a class 1 circular relating to the listed company and the undertaking the subject of the transaction.

Information

Listed Company

Undertaking the subject of the transaction

Annex 1 item 4 – Risk factors

*

*

Annex 1 item 5.1.1 – Company name

*

Annex 1 item 5.1.4 – Company address

*

Annex 1 item 12 – Trend information

*

*

Annex 1 item 16.2 – Service contracts

*

Annex 1 item 17.2 – Director's interests in shares

*

Annex 1 item 18.1 – Major interests in shares

*

Annex 1 item 19 – Related party transactions

*

Annex 1 item 20.8 – Litigation

*

*

Annex 1 item 20.9 – Significant changes

*

*

Annex 1 item 22 – Material contracts

*

*

Annex 1 item 24 – Documents on display

*

Annex 3 item 3.1 – Working capital

*

*

LR 13 Annex 1.1

1

The information required by this Annex must be presented as follows:

(1)

the information required by Annex 1 item 22 (material contracts), Annex 1 item 20.8 (litigation) and Annex 1 item 20.9 (significant change)

(a)

for an acquisition, in separate statements for the listed company and its subsidiary undertakings and for the undertaking, business or assets to be acquired; or

(b)

for a disposal, in separate statements for the listed company and its subsidiary undertakings (on the basis that the disposal has taken place), and for the undertaking, business or assets to be disposed of;

(2)

the information required by Annex 3 item 3.1 (working capital) and, if relevant Annex 1 item 12 (trend information):

(a)

in the case of an acquisition, in a single statement for the listed company and its subsidiary undertakings (on the basis that the acquisition has taken place); or

(b)

in the case of a disposal, in a single statement for the listed company and its subsidiary undertakings (on the basis that the disposal has taken place).

2

In determining what information is required to be included by virtue of Annex 1 item 22 (material contracts) if a prospectus or listing particulars are not required, regard should be had to whether information about that provision is information which securities holders of the issuer would reasonably require for the purpose of making a properly informed assessment about the way in which to exercise the voting rights attached to their securities or the way in which to take any other action required of them related to the subject matter of the circular.

3

The information required by this Annex is modified as follows:

(1)

if the listed company is issuing shares for which listing is sought, the information regarding major interests in shares (Annex 1 item 18.1) and directors' interests in shares (Annex 1 item 17.2) must be given for the share capital both as existing and as enlarged by the shares for which listing is sought;

(2)

information required by Annex 1 item 19 (related party transactions) and Annex 1 item 16.2 (directors' service contracts) does not need to 2be given if it has already been published before the circular is sent;

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(3)

information referred to in Annex 3 item 3.1 (Working capital) is not required to be included in a class 1 circular published by a closed-ended investment fund;31

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(4)

3information required by Annex 1 item 4 should be provided only in respect of those risk factors which:

(a)

are material risk factors to the proposed transaction;

(b)

will be material new risk factors to the group as a result of the proposed transaction; or

(c)

are existing material risk factors to the group which will be impacted by the proposed transaction; and

(5)

3information required by Annex 1 item 24 must include a copy of the Sale and Purchase Agreement (or equivalent document) if applicable.