UKLR 10 Annex 2 Reverse takeover circulars – non-financial information

The information required by this annex must be presented as follows:

1. (1)

   the information required by Annex 1 item 20.1 (Material contracts), Annex 1 item 18.6.1 (Legal and arbitration proceedings) and Annex 1 item 10.1(b) (Trend information) must be presented in separate statements for the listed company and its subsidiary undertakings and for the undertaking, business or assets to be acquired;

2. (2)

   where the information required by Annex 1 item 18.7.1 (Significant changes in the issuer’s financial position) is included for both the listed company and the undertaking the subject of the transaction, it must be presented in separate statements for the listed company and its subsidiary undertakings and for the undertaking, business or assets to be acquired;

3. (3)

   the information required by Annex 1 items 10.1(a) and 10.2 (Trend information) must be presented in a single statement for the listed company and its subsidiary undertakings (on the basis that the acquisition has taken place).

In determining what information is required to be included by virtue of Annex 1 item 20.1 (Material contracts) if a prospectus is not required, regard should be had to whether information about that provision is information which securities holders of the issuer would reasonably require for the purpose of making a properly informed assessment about the way in which to exercise the voting rights attached to their securities or the way in which to take any other action required of them related to the subject matter of the circular.

The information required by this annex is modified as follows:

1. (1)

   Information required by Annex 1 item 17.1 (Related party transactions);

   1. (a)

      need only be given if it is relevant to the transaction; and

   2. (b)

      need not be given if it has already been published before the circular is sent.

2. (2)

   Information required by Annex 1 item 3.1 (Risk factors) should be provided only in respect of those risk factors which:

   1. (a)

      are material risk factors to the proposed transaction;

   2. (b)

      will be material new risk factors to the group as a result of the proposed transaction; or

   3. (c)

      are existing material risk factors to the group which will be impacted by the proposed transaction.

3. (3)

   Information required by Annex 1 item 18.7.1 (Significant change in the issuer’s financial position) need only be given for the undertaking which is the subject of the transaction if information required by UKLR 10 Annex 1 1.1R(1) and (3) has been included in the reverse takeover circular.

4. (4)

   Information required by Annex 1 item 21.1 (Documents available) must include a copy of the sale and purchase agreement (or equivalent document) if applicable. The issuer must indicate where the sale and purchase agreement (or equivalent document) is available for physical or electronic inspection.