Entire Section

  • Guaranteed profits or net assets (14.36B)

    • 14.36B

      This rule applies to any notifiable transaction where the listed issuer acquires a company or business from a person and that person guarantees the profits or net assets or other matters regarding the financial performance of the company or business.

      (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 board of directors considers 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 person has fulfilled its obligations under the guarantee;
      (c) whether the listed issuer has exercised any option to sell the company or business back to the person or other rights it held under the terms of the guarantee, and the reasons for its decision; and

      (d) the board of directors’ opinion on:

      (i) whether the person has fulfilled its obligations; and
      (ii) whether the decision of the listed issuer to exercise or not to exercise any options or rights set out in rule 14.36B(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.