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14.66

A circular relating to a major transaction must contain:—

(1) a prominent and legible disclaimer on the front cover or inside front cover of the circular in the form set out in rule 14.88;
(2) the information regarding the listed issuer specified in the following paragraphs of Appendix 1, Part B:—

1- name

2- directors' responsibility

5- expert statements

29(2)- requirements if there is a profit forecast

33- litigation statement

35- details of secretary

36- address of registered office and head office

41- additional information on mineral companies (if applicable);
(3) information regarding interests of directors and chief executive in the listed issuer required under paragraphs 34 and 38 of Appendix 1, Part B, and Practice Note 5;
(4) information which is required to be included in the announcement under rule 14.60;
(5) information concerning the effect of the transaction on the earnings and assets and liabilities of the listed issuer;
(6) where a company either becomes a subsidiary or ceases to be a subsidiary of the listed issuer:—
(a) the percentage of the company's issued shares (if any) held by the listed issuer after the acquisition or disposal; and
(b) in the case of a disposal, a statement whether the remaining shares are to be sold or retained;
(7) details of any existing or proposed service contracts of directors and proposed directors of the listed issuer, or an appropriate negative statement;

Note: Details of contracts to expire or which may be terminated by the employer within a year without payment of any compensation (other than statutory compensation) need not be included.
(8) information as to the competing interests (if any) of each of the directors and any proposed director of the issuer (excluding its subsidiaries) and his/her respective close associates (as if each of them were treated as a controlling shareholder under rule 8.10);
(9) any additional information requested by the Exchange;
(10) the information regarding the listed issuer specified in the following paragraphs of Appendix 1, Part B:—

28- indebtedness

29(1)(b)- financial and trading prospects

30- sufficiency of working capital, which must take into account the effect of the transaction

40- directors' and experts' interests in group assets

42- material contracts

43- documents on display;
 
A working capital statement in paragraph 30 of Part B of Appendix 1 is not required if the issuer is a banking company or an insurance company and:—
(a) the inclusion of such a statement would not provide significant information for investors;
(b) the issuer’s solvency and capital adequacy are subject to prudential supervision by another regulatory body; and
(c) the issuer will provide alternative disclosures on (i) the regulatory requirements as to the solvency, capital adequacy and liquidity of banking companies or insurance companies (as the case may be) in the relevant jurisdiction or place of operation; and (ii) the issuer’s solvency ratios, capital adequacy ratios and liquidity ratios (as applicable) for the latest three financial years.
(11) where required by Chapter 5, the information under that Chapter on the property interest being acquired or disposed of by the listed issuer;
(12) where the circular contains a statement as to the sufficiency of working capital, the Exchange will require a letter from the listed issuer's financial advisers or auditors confirming that:—
(a) the statement has been made by the directors after due and careful enquiry; and
(b) the persons or institutions providing finance have confirmed in writing that such facilities exist;
(13) where applicable, the information required under rule 2.17, and
(14) where applicable, the information required in Chapter 18.