UKLR 10.3 Contents of all circulars

1Every circular sent by a listed company to holders of its listed securities must:

1. (1)

   provide a clear and adequate explanation of its subject matter, giving due prominence to its essential characteristics, benefits and risks;

2. (2)

   state why the security holder is being asked to vote or, if no vote is required, why the circular is being sent;

3. (3)

   if voting or other action is required, contain all information necessary to allow the security holders to make a properly informed decision;

4. (4)

   if voting or other action is required, contain a heading drawing attention to the document’s importance and advising security holders who are in any doubt as to what action to take to consult appropriate independent advisers;

5. (5)

   if voting is required, contain a recommendation from the board as to the voting action security holders should take for all resolutions proposed, indicating whether or not the proposal described in the circular is, in the board’s opinion, in the best interests of security holders as a whole;

6. (6)

   state that, if all the securities have been sold or transferred by the addressee, the circular and any other relevant documents should be passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee;

7. (7)

   if new securities are being issued in substitution for existing securities, explain what will happen to existing documents of title;

8. (8)

   not include any reference to a specific date on which listed securities will be marked ‘ex’ any benefit or entitlement which has not been agreed in advance with the RIE on which the company’s securities are or are to be traded;

9. (9)

   if it relates to a transaction in connection with which securities are proposed to be listed, include a statement that an application has been or will be made for the securities to be admitted and, if known, a statement of the following matters:

   1. (a)

      the dates on which the securities are expected to be admitted and on which dealings are expected to commence;

   2. (b)

      how the new securities rank for dividend or interest;

   3. (c)

      whether the new securities rank equally with any existing listed securities;

   4. (d)

      the nature of the document of title;

   5. (e)

      the proposed date of issue;

   6. (f)

      the treatment of any fractions;

   7. (g)

      whether or not the security may be held in uncertificated form; and

   8. (h)

      the names of the RIEs on which securities are to be traded;

10. (10)

    if a person is named in the circular as having advised the listed company or its directors, a statement that the adviser has given and has not withdrawn its written consent to the inclusion of the reference to the adviser’s name in the form and context in which it is included; and

11. (11)

    if the circular relates to cancelling listing, state whether it is the company’s intention to apply to cancel the securities’ listing.

1If another rule provides that a circular of a particular type must include specified information, that information is (unless the contrary intention appears) in addition to the information required under this section.

1If a listed company includes pro forma financial information in a circular, it must:

1. (1)

   cite the sources of any unadjusted financial information; and

2. (2)

   explain the basis upon which the pro forma financial information has been prepared.