PRM 8 Protected forward-looking statements

This chapter applies to a prospectus or an MTF admission prospectus, except PRM 8.1.9R and PRM 8.1.10G , which apply to a prospectus only. 

A forward-looking statement includes:

(1) a statement containing a projection, estimate, forecast or target;

(2) a statement giving guidance;

(3) a statement of opinion as to future events or circumstances; or

(4) a statement of intention.

[Note: the Public Offers and Admissions to Trading Regulations Schedule 2, paragraph 10(2)]

Subject to PRM 8.1.4R and PRM 8.1.5R, a forward-looking statement in a prospectus or MTF admission prospectus is a protected forward-looking statement if:

(1) the forward-looking statement satisfies the conditions in (a) to (d) below:

     (a) the statement contains: 

          (i) financial information in accordance with PRM 8.1.7R; or

          (ii) operational information in accordance with PRM 8.1.8R;

      (b) whether the statement is untrue, misleading, or omits from the prospectus or MTF admission prospectus any matter that is required to be included by regulation 23 of thePublic Offers and Admissions to Trading Regulations, can only be determined by reference to events or sets of circumstances that occur after the statement has been published;

       (c) the statement includes an estimate as to when the event or set of circumstances to which the statement relates is expected to occur; and

       (d) the statement contains information that a reasonable investor would be likely to use as part of the basis of their investment decisions; and

(2) the forward-looking statement is accompanied by a content-specific accompanying statement as required by PRM 8.2.1R(2) and the prospectus or MTF admission prospectus includes a general accompanying statement as required by PRM 8.2.1R(1).

A forward-looking statement in a prospectus which contains information required to be disclosed by the rules in PRM in accordance with the PRM App 2 Annexes cannot be a protected forward-looking statement, unless the information is referred to in the following items and sections:

(1) PRM App 2 Annex 1 (Registration document for equities securities):

     (a) Item 5.4;

     (b) Item 5.8.2;

     (c) Item 5.8.3;

     (d) Item 5.8.5;

     (e) Section 7;

     (f) Item 10.2; or

     (g) Section 11 (in relation to profit forecasts, but not profit estimates);

(2)  PRM App 2 Annex 3  (Registration document for secondary issuances of equity securities):

      (a) Item 6.1(3); or

      (b) Section 7 (in relation to profit forecasts, but not profit estimates); or

(3)  Section 8 of PRM App 2 Annex 6 (Registration document for non-equity securities) (in relation to profit forecasts, but not profit estimates).

For an MTF admission prospectus, a forward-looking statement containing information required to be disclosed by the rules of an operator of a primary MTF cannot be a protected forward-looking statement unless it relates to matters set out in the relevant items and sections referred to in PRM 8.1.4R(1) to PRM 8.1.4R(3).

A forward-looking statement which contains information set out in the relevant items and sections referred to in PRM 8.1.4R(1) to PRM 8.1.4R(3) is a protected forward-looking statement only if it also satisfies the conditions set out in PRM 8.1.3R.

For a forward-looking statement that contains financial information to be a protected forward-looking statement, that financial information must expressly state, or by implication indicate, a figure or a minimum or maximum figure for the financial information, or contain data from which a calculation of such a figure may be made.

For a forward-looking statement that contains operational information to be a protected forward-looking statement,  that operational information must be one of the following: 

(1) information that expressly states or by implication indicates a figure or a minimum or maximum figure for the operational information, or contains data from which a calculation of such a figure may be made;

(2) information that cannot be expressed in numerical terms, but can be confirmed empirically through direct observation or objective measurements; or 

(3) a combination of (1) and (2).

protected forward-looking statements must be clearly demarcated within a prospectus.

Protected forward-looking statements can be:

(1) included in multiple locations in a prospectus; and 

(2) presented in any way that an issuer considers is likely to be useful to a reader of a prospectus.

For a forward-looking statement to be a protected forward-looking statement, the prospectus or MTF admission prospectus must include:

(1) a general accompanying statement in accordance with PRM 8.2.4R; and

(2) a content-specific accompanying statement in accordance with PRM 8.2.3R and PRM 8.2.5R.

The general accompanying statement only needs to appear once in the prospectus or MTF admission prospectus. 

A content-specific accompanying statement must appear immediately next to the protected forward-looking statement to which it relates.

The general accompanying statement must: 

(1) explain how to identify the protected forward-looking statements in the prospectus or MTF admission prospectus; and

(2) include the following wording to draw attention to the general characteristics of the protected forward-looking statements in the prospectus or MTF admission prospectus:

     (a) there is no guarantee that the projected outcome of a protected forward-looking statement will prove to be accurate;

     (b) there is a different liability standard for protected forward-looking statements compared with other information in the prospectus/MTF admission prospectus [Note: delete as applicable], which will make it more difficult to succeed in a claim for compensation in the event of any loss caused by a protected forward-looking statement; and

     (c) there is no obligation for a protected forward-looking statement to be updated, except in accordance with existing obligations where those apply.

The content-specific accompanying statement must: 

(1) identify the forward-looking statement as a protected forward-looking statement;

(2) include the principal assumptions upon which the protected forward-looking statement is based, in accordance with the following principles:

     (a) there must be a clear distinction between assumptions about factors which the members of the issuer's administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the issuer's administrative, management or supervisory bodies;

     (b) the assumptions must be reasonable, readily understandable by investors, specific, precise and not relate to the general accuracy of the estimates underlying theprotected forward-looking statement; and

      (c) the assumptions must draw attention to those uncertain factors which could materially change the projected outcome of the protected forward-looking statement; and

(3) to the extent there are disclosures in the prospectus or MTF admission prospectus of historical financial information which is of the same type as information included in theprotected forward-looking statement, include a statement that the protected forward-looking statement is:

      (a) comparable with the historical financial information; and

      (b) consistent with the issuer's accounting policies.