Practice Note 12A Responsibility Statements For Directors And Financial Advisers

Cross-referenced from Rules 407(4)(a), 1015(4)(b), 1202, 1203(7) and Appendix 8A

1. This Practice Note provides guidance on the wordings for the responsibility statements for directors, vendors and financial advisers.

2. Responsibility Statement for Directors and Vendors

2.1 For the purposes of Rule 407(4)(a) and Rule 1202, the following directors' [or vendors'] responsibility statement should be included in circulars:

"The [directors/vendors] collectively and individually accept full responsibility for the accuracy of the information given in this circular and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this circular constitutes full and true disclosure of all material facts about the [describe proposed action], the issuer and its subsidiaries, and the [directors/vendors] are not aware of any facts the omission of which would make any statement in this circular misleading, [and where the circular contains a profit forecast, the directors are satisfied that the profit forecast has been stated after due and careful enquiry]. Where information in the circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the [directors/vendors] has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the circular in its proper form and context."

3. Responsibility Statement for Sponsors and/or Financial Advisers

3.1 For the purposes of Rule 1015(4)(b), Rule 1203(7) and Appendix 8A, the following financial adviser's responsibility statement should be included in circulars:

"To the best of the sponsor's and / or financial adviser's knowledge and belief, this circular constitutes full and true disclosure of all material facts about the [describe proposed action], the issuer and its subsidiaries, and the financial adviser is not aware of any facts the omission of which would make any statement in the document misleading; [and where the document contains a profit forecast, it is satisfied that the profit forecast has been stated by the directors after due and careful enquiry]."

Added on 29 September 201129 September 2011 and amended on 7 February 20207 February 2020.