UKLR 10.4 Reverse takeover circulars

A reverse takeover circular must also include the following information:

1. (1)

   the information given in the notification required by UKLR 7.5.1R(1);

2. (2)

   if applicable, the information set out in UKLR 7 Annex 2 Part 4 (Synergy benefits, sources of information and pro-forma financial information);

3. (3)

   the information set out in UKLR 10 Annex 1;

4. (4)

   the information set out in UKLR 10 Annex 2;

5. (5)

   if the transaction is a related party transaction, the information given in the notification required by UKLR 8.2.1R(4);

6. (6)

   a declaration by the issuer and its directors in the following form (with appropriate modifications): ‘The [issuer] and the directors of [the issuer], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge of the [issuer] and the directors, the information contained in this document is in accordance with the facts and the document makes no omission likely to affect its import.’;

7. (7)

   if a statement or report attributed to a person as an expert is included in a circular (other than a statement or report incorporated by reference from a prospectus or listing particulars), a statement to the effect that the statement or report is included, in the form and context in which it is included, with the person’s consent.

If the reverse takeover circular contains audited financial information which includes a modified report, the reverse takeover circular must set out:

1. (1)

   the information required by UKLR 10 Annex 1 1.2R(8); and

2. (2)

   a statement from the directors explaining why they are able to recommend the proposal set out in the reverse takeover circular notwithstanding the modified report.

If a reverse takeover circular relates to a takeover offer which has not been recommended by the offeree’s board or the listed company has not had access to due diligence information on the offeree at the time the reverse takeover circular is published, the listed company must comply with paragraphs (1) and (2):

1. (1)

   Information on the offeree required by UKLR 10 Annex 2 should be disclosed in the reverse takeover circular on the basis of information published or made available by the offeree and of which the listed company is aware and is free to disclose.

2. (2)

   If the takeover offer has been recommended but the listed company does not have access to due diligence information on the offeree, the listed company must disclose in the reverse takeover circular why access has not been given to that information.

If a reverse takeover transaction relates to an acquisition or disposal of mineral resources or rights to mineral resources, the reverse takeover circular must include:

1. (1)

   details of mineral resources and, where applicable, reserves (presented separately) and exploration results or prospects;

2. (2)

   anticipated mine life and exploration potential or similar duration of commercial activity in extracting reserves;

3. (3)

   an indication of the duration and main terms of any licences or concessions and the legal, economic and environmental conditions for exploring and developing those licences or concessions;

4. (4)

   indications of the current and anticipated progress of mineral exploration and/or extraction and processing, including a discussion of the accessibility of the deposit; and

5. (5)

   an explanation of any exceptional factors that have influenced the matters in (1) to (4).