Circular Class 1 Disposal
Name of Company1:
Nature of Transaction:
Name of Sponsor2/Adviser:
Date Submitted:
Rule
13.4.1 (1)
Page
Comment (where applicable)
Proof
Number
Information required by 10.4.1:
10.4.1 (2)(a)
Details of the transaction
10.4.1 (2)(b)
Description of business carried out
10.4.1 (2)(c)
The consideration
10.4.1 (2)(d)
Value of gross assets
10.4.1 (2)(e)
Profits attributable to the assets
10.4.1 (2)(f)
Effect of the transaction
10.4.1 (2)(g)
Details of any service contracts
10.4.1 (2)(h)
For a disposal, the application of sales
proceeds
10.4.1 (2)(i)
For a disposal, statement if securities are to
be sold or retained
10.4.1 (2)(j)
Details of key individuals
13.4.1 (4)
Declaration by the issuer and its directors
13.4.1 (5)
Statement of effect
13.4.1 (6)
Experts consent
Financial Information
Accounted for as an Investment
13.5.3A (1)
Dividends and other distributions paid
13.5.3A (2)
Price per security and imputed value at the
close of business on:
(a) Last business day of each 6 months
(b) Day prior to announcement
(c) Latest date prior to submission
Accounted for using equity method
13.5.3B (2)
1
2
Target line entries from last consolidated
balance sheet and income statement for last
3 years, and interim equivalent
Name of issuer
Where a sponsor is appointed under LR 8.2.1R
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Comment (where applicable)
Proof
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No financial information table or for an
investment
13.5.3C
Appropriate independent valuation of target
13.5.3D
Information specified by FSA
13.5.4 (2)(d)
Accounting policies
LR 13.5.30BR – disposal entities extracted
from financial records from previous years
13.5.4 (2)(e)
LR 13.5.3AR or LR 13.5.3BR – target
accounted for as investment or using equity
method
Source of information
13.5.6
Cite sources
13.5.7 (1)
From where extracted
13.5.7 (2)
Extracted from audited accounts without
material adjustment
13.5.7 (3)
Indicate which relate to:
(a) historical financial information
(b) forecasts or estimates
(c) pro forma
13.5.8 (1)
Basis of preparation for non audited
accounts information
13.5.8 (2)
Statement re unaudited or not reported upon
information
13.5.9
Information re context and relevance
(including reconciliation) of non statutory
figures
Synergy Benefits
13.5.9A (1)
Basis for belief
13.5.9A (2)
Analysis and explanation of constituent
elements, relative importance, when
realised, and whether recurring
13.5.9A (3)
Base figure for any comparisons drawn
13.5.9A (4)
Statement that synergies or benefits are
contingent on transaction
13.5.9A (5)
Statement that synergies or benefits reflect
both beneficial elements and relevant costs
Financial information
13.5.10
Greater prominence for audited information
13.5.11
Statement that summary of financial
information should not be relied upon, whole
document should be read
Financial Information table to include for
the target:
13.5.30B (1)(a)
Last annual consolidated balance sheet
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13.5.30B (1)(b)
Consolidated income statements for last 3
years
13.5.30B (1)(c)
Consolidated balance sheet and income
statement at issuer’s interim balance sheet
date
13.5.30B (2)
Statement that information has been
extracted without material adjustment
13.5.30B (3)(a)
Explanation of the basis for any financial
information presented
13.5.30B (3)(b)
Directors statement that allocations provide
reasonable basis for target’s shareholders
13.5.30C
Year prior to change of accounting policies
on original and amended policy basis
Comment (where applicable)
Proof
Number
Pro forma
13.5.31
PD Annex 2 Checklist attached
Profit forecast and estimate included in
circular
13.5.32 (1)
PD Annex 1;
13.1 principal assumptions
13.2 basis of preparation with historical
information
13.3 outstanding forecast still correct or why
no longer valid
13.5.32 (2)
Properly compiled and consistent accounting
policies
13.5.33
Pre publication profit forecasts or estimates
for significant part of group or target which
relate to financial information including
period yet to be published are;
(i)
included in circular or
(i)
included in circular with an
explanation of why no longer
valid, and why reassessment
not necessary
13.4.1 (2)
PR Annex 1
Item
4
Risk factors;
1 listed company
2 target
5.1.1
Company name
5.1.4
Company address
12
Enlarged group trend information
16.2
Service contracts
17.2
Directors interests in shares (existing and
enlarged)
18.1
Major interests in shares (existing and
enlarged)
19
20.8
Related party transactions
Litigation:
1 listed company
2 target
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20.9
Significant change
1 listed company
2 target
22
Material contracts
1 listed company
2 target
24
Documents on display including SPA
Comment (where applicable)
Proof
Number
PR Annex 3
3.1
Resultant group working capital
Disposal of property, significant
reference and disposal of mineral
resources
13.4.4 (1)
Property valuation where property disposed
of
13.4.4 (2)
Property valuation where unlisted property
company disposed of
13.4.5
Property valuation where significant
reference made
Disposal of mineral resources
13.4.6 (1)
Mineral expert’s report prepared in
accordance with the ESMA
recommendations
13.4.6 (2)
Glossary of technical terms
13.4.4
Modified information requirements:
13.4.7 (1)
Details, reserves and exploration results or
prospects
13.4.7 (2)
Anticipated mine life and exploration
potential
13.4.7 (3)
Duration and main terms of licences or
concessions and conditions for exploring
and developing these
13.4.7 (4)
Current and anticipated progress including
discussion of accessibility of the deposit
13.4.7 (5)
Explanation of exceptional factors
Non-applicability Confirmation
We inform you that items marked “N/A” in the Page column of the above checklist are
considered not applicable and no equivalent information is available in relation to the
enclosed document.
Signed by:
On behalf of3:
3
The signatory should be properly authorised to do so on behalf of the issuer or, where LR8.2.1R applies, the
sponsor
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