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19.66

A circular relating to a major transaction must contain the following:—
 
(1) a prominent and legible disclaimer on the front cover or inside front cover of the circular in the form set out in rule 2.19;
 
(2) a statement, at a prominent position in the document, and in bold type, about the characteristics of GEM, in the form set out in rule 2.20
 
(3) 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 and other officers
 
  36- address of registered office and head office;
 
(4) information regarding interests of directors and chief executive in the listed issuer required under paragraphs 34, 38 and 38A of Appendix 1, Part B;
 
(5) information which is required to be included in the announcement under rule 19.60;
 
(6) information concerning the effect of the transaction on the earnings and assets and liabilities of the listed issuer;
 
(7) 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;
 
(8) 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.
 
(9) information as to the competing interests (if any) of the Compliance Adviser and each of the directors, employees and close associates (as referred to in rule 6A.32) and 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 11.04);
 
(10) any additional information requested by the Exchange;
 
(11) 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
 
  41- material contracts
 
  42(2)(c), (3) and (4)- documents on display;
 
(12) where required by Chapter 8, information under that Chapter on the property interest being acquired or disposed of by the listed issuer;
 
(13) 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; and
 
(14)    where applicable, the information required under rule 2.28.