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    2022-01-24

LR 6.2 Historical financial information requirements

Content of historical financial information

LR 6.2.1RRP

1An applicant must have published or filed historical financial information that:

  1. (1)

    covers at least three years;

    [Note: article 44 of the CARD]

  2. (2)

    represents at least 75% of the applicant's business for the period in (1);

  3. (3)

    unless LR 5.6.21R applies, has a latest balance sheet date that is not more than:

    1. (a)

      six months before the date of the prospectus or listing particulars for the relevant shares; and

    2. (b)

      nine months before the date the shares are admitted to listing; and

  4. (4)

    includes the consolidated accounts for the applicant and all its subsidiary undertakings.

LR 6.2.2GRP
  1. (1)

    1In determining what amounts to 75% of the applicant's business for the purpose of LR 6.2.1R(2), the FCA will consider the size, in aggregate, of all of the acquisitions that the applicant has entered into during the period required by LR 6.2.1R(1) and up to the date of the prospectus or listing particulars, relative to the size of the applicant as enlarged by the acquisitions.

  2. (2)

    In ascertaining the size of the acquisitions relative to the applicant for the purposes of LR 6.2.1R(2), the FCA will take into account factors such as the assets, profitability and market capitalisation of the businesses.

  3. (3)

    The figures used should be the latest available for the acquired entity and the applicant as enlarged by the acquisition or acquisitions.

LR 6.2.3RRP

1Where an applicant has made an acquisition or series of acquisitions such that its own consolidated financial information is insufficient to meet the 75% requirement in LR 6.2.1R(2), there must be historical financial information relating to the acquired entity or entities which has been published or filed and that:

  1. (1)

    covers the period from at least three years prior to the date under LR 6.2.1R(3) up to the earlier of:

    1. (a)

      the date in LR 6.2.1R(3); or

    2. (b)

      the date of acquisition by the applicant;

  2. (2)

    is prepared and presented in a form that is consistent with the accounting policies adopted in the financial information required by LR 6.2.1R; and

  3. (3)

    in aggregate with its own historical financial information represents at least 75% of the enlarged applicant's business for the period in LR 6.2.1R(1).

Audit requirements for historical financial information

LR 6.2.4RRP

1The historical financial information in LR 6.2.1R and LR 6.2.3R must:

  1. (1)

    have been audited or reported on in accordance with the standards acceptable under Section 18 of Annex 1 of the PR Regulation2; and

  2. (2)

    not be subject to a modified report, unless the circumstances set out in LR 6.2.5G apply.

LR 6.2.5GRP

1The FCA may accept that LR 6.2.4R(2) has been satisfied where a modified report is present only as a result of:

  1. (1)

    the presence of an emphasis-of-matter paragraph which arises in any of the earlier periods required by LR 6.2.1R and the opinion on the final period is unmodified; or

  2. (2)

    the opinion on the historical financial information for the final period under LR 6.2.1R includes an emphasis-of-matter paragraph with regard to going concern and LR 6.7.1R (Working capital) is complied with.

LR 6.2.6RRP

1An applicant must:

  1. (1)

    take all reasonable steps to ensure that the person providing the opinion in LR 6.2.4R(1) is independent of it; and

  2. (2)

    obtain written confirmation from the person providing the opinion in LR 6.2.4R(1) that it complies with guidelines on independence issued or approved by its national accountancy or auditing bodies.