TKO App2 TKO App2 Contents of Target Circulars
TKO A2.1 TKO A2.1 Disclosure in initial target circular
Governing Bodyof the Targetmust disclose the following information:(a) the substance of the advice given to it by its external advisers;(b) where relevant, its views on the statements in the Bid Documentregarding the Bidder'sintentions in respect of the Targetand its Directorsmade pursuant to TKO A1.1;(c) details of the holdings of Securitiesof the Targetin the Bidder;(d) details of the holdings of Sharesin the Targetand Securitiesin the Bidderin which Directorsof the Targetare directly or indirectly interested;(e) details of the holdings of Sharesin the Targetand (in the case of a Securities Exchange Bidonly) of Securitiesin the Bidderwhich any Personacting in concert with the Targetowns or controls and the holdings of Sharesin the Targetand, (in the case of a Securities Exchange Bidonly) of Securitiesin the Bidder, owned or controlled by a subsidiary of the Target, or by any Personacting in concert with it;(f) details of the holdings of Sharesin the Targetand (in the case of a Securities Exchange Bidonly) of Securitiesin the Bidderowned or controlled by a Personwho has any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) with the Targetor with any Personacting in concert with the Target;(g) details of any agreements, arrangements or understandings of the kind referred to in TKO A1.4.1 (j) and (k) or, if there are none, a statement to that effect;(h) material particulars of all service contracts of any Directoror proposed Directorof the Targetwith the entity or any of its subsidiaries, or, if there are none, a statement to that effect; and(i) whether the Directorsof the Targetintend, in respect of their own beneficial holdings of Shares, to accept or reject the Bid.
Personwhose holdings of Sharesor Securitiesare required by TKO A2.1.1 to be disclosed has dealt for value in the Sharesor Securitiesin question during the period beginning six months prior to the Bid Periodand ending with the latest practicable date prior to the posting of the Target Circular, the details, including dates and prices, must be stated. If no such dealings have taken place, that fact must be stated.
TKO A2.2 TKO A2.2 Financial disclosure
Targetmust disclose the following information relating to its financial affairs:(a) for the past 3 financial years for which the information has been published, turnover, net profit or loss before and after taxation, the amount of tax, extraordinary items, minority shareholders' interests, the amount absorbed by dividends and earnings and dividends per Share;(b) a statement of the assets and liabilities shown in the latest published audited accounts;(c) a cash flow statement if provided in the latest published audited accounts;(d) all known material changes in the financial or trading position of the Targetsubsequent to the latest published audited accounts or a statement that there are no known material changes;(e) details relating to items referred to in paragraph (a) above in respect of any interim statement or preliminary announcement made since the latest published audited accounts;(f) inflation-adjusted information relating to paragraphs (a) and (b) if any has been published;(g) significant accounting policies together with any points from the notes to the accounts which are of major relevance to an appreciation of the figures, including those relating to inflation adjusted information;(h) details of any reorganisation of capital including capital raisings during the two financial years preceding the commencement of the Bid Period; and(i) details of any bank overdrafts or loans, or other similar indebtedness, mortgages, charges or guarantees or other material contingent liabilities of the Targetand any of its subsidiaries, or, if there are no such liabilities, a statement to such effect.