Whole Section

  • Part VI Announcement Requirements

    • 917

      An announcement under Rule 905 must contain all of the following information:—

      (1) Details of the interested person transacting with the entity at risk, and the nature of that person's interest in the transaction.
      (2) Details of the transaction including, where applicable, the book value, the net profits attributable to the assets and the latest available open market value, relevant terms of the transaction, and the bases on which the terms were arrived at.
      (3) The rationale for, and benefit to, the entity at risk.
      (4)
      (a) A statement:—
      (i) whether or not the audit committee of the issuer is of the view that the transaction is on normal commercial terms, and is not prejudicial to the interests of the issuer and its minority shareholders; or
      (ii) that the audit committee is obtaining an opinion from an independent financial adviser before forming its view, which will be announced subsequently.
      (b) Transactions that satisfy Rule 916(1), (2) and (3) are not required to comply with Rule 917(4)(a).
      (5) The current total for the financial year of all transactions with the particular interested person whose transaction is the subject of the announcement and the current total of all interested person transactions for the same financial year.
      (6) Where the issuer accepts a profit guarantee or a profit forecast (or any covenant which quantifies the anticipated level of future profits) from the vendor of businesses/assets, the information required in Rule 1013(1). The issuer must also comply with Rule 1013(3).

      Amended on 7 February 20207 February 2020.