Guaranteed profits or net tangible assets (14A.62-14A.63)
The following apply if the listed issuer's group acquires a company or business from a connected person, and the connected person guarantees the profits or net assets or other matters regarding the financial performance of the company or business.
14A.63(1) The listed issuer must disclose by way of an announcement any subsequent change to the terms of the guarantee and the reason therefor, and whether the issuer’s independent non-executive directors consider that such change is fair and reasonable and in the interests of the shareholders as a whole.
(2) If the actual performance fails to meet the guarantee (or where applicable, the guarantee as amended), the listed issuer must disclose the following by way of an announcement:(a) the shortfall, and any adjustment in the consideration for the transaction or other consequence under the guarantee;(b) whether the connected person has fulfilled its obligations under the guarantee;(c) whether the listed issuer’s group has exercised any option to sell the company or business back to the connected person or other rights it held under the terms of the guarantee, and the reasons for its decision; and
(d) the independent non-executive directors’ opinion on:(i) whether the connected person has fulfilled its obligations; and(ii) whether the decision of the listed issuer’s group to exercise or not to exercise any options or rights set out in rule 14A.63(2)(c) is fair and reasonable and in the interests of the shareholders as a whole.(3) The listed issuer must disclose whether the actual performance of the company or business acquired meets the guarantee in its next annual report.