LR 14.4 Continuing obligations financial information

1. (1)

   An overseas company must publish its annual report and accounts as soon as possible after they have been approved.

2. (2)

   An overseas company must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

The annual report and accounts must:

1. (1)

   have been prepared in accordance with the overseas company's national law and, in all material respects, with national accounting standards or IAS;

2. (2)

   have been independently audited and reported on, in accordance with:

   1. (a)

      the auditing standards applicable in an EEA State; or

   2. (b)

      an equivalent auditing standard;

3. (3)

   be in consolidated form if the overseas company has subsidiary undertakings; and

4. (4)

   if they do not give a true and fair view of the state of affairs, profit or loss and cash flows of the group, provide more detailed and additional information. [Note: Article 67 CARD]

An overseas company must publish both own accounts and consolidated accounts if the own accounts contain additional significant information. [Note: Article 67(2) CARD]

The annual report and accounts must:

1. (1)

   include particulars of the interest of each director and major shareholder in the overseas company's equity share capital;

2. (2)

   include the information necessary to enable holders of the overseas company's equity securities resident in the United Kingdom to obtain any relief from United Kingdom taxation to which they are entitled in respect of their holdings;

3. (3)

   have attached the auditors report required by LR 14.4.2R (2); and

4. (4)

   be circulated, together with a copy of the auditors report, to all holders of the company's listed equity securities in the United Kingdom.

If any of its listed equity securities are in bearer form, an overseas company must insert an advertisement in two newspapers published in the United Kingdom stating a time and place in the City of London at which copies of the annual report and accounts and auditors report may be obtained without charge.

The auditors report required by LR 14.4.2R (2) must indicate whether the accounts give a true and fair view of:

1. (1)

   in the case of the overseas company's accounts, the state of affairs at the end of the financial year and the profit or loss and changes in the financial position for the financial year;

2. (2)

   where consolidated accounts are required, the state of affairs at the end of the financial year and profit or loss and changes in the financial position of the overseas company and its subsidiary undertakings for the financial year.

An overseas company must prepare a half-yearly report, on a group basis where relevant, on its activities and profit or loss for the first six months of each financial year. [Note: Article 70 CARD]

An overseas company must either:

1. (1)

   send the half-yearly report to holders of its listed equity securities; or

2. (2)

   insert the half-yearly report, as a paid advertisement, in at least one national newspaper. [Note: Article 102(2) CARD]

The half-yearly report must be published within four months of the end of the period to which it relates. [Note: Article 72 CARD]

Where an overseas company's shares are listed in another EEA State, a company must simultaneously send the competent authority of each of those other member states a copy of the half-yearly report. [Note: Article 102(2) CARD]

Where the half-yearly report is not prepared on a basis consistent with that of the annual accounts, the half-yearly report must include a statement that, in the opinion of the overseas company's directors, the report enables investors to make an informed assessment of the results and activities of the group for the period.