# The Financial Services Act 1986 (Investment Advertisements) (Exemptions) (No. 2) Order 1988, Paragraph 11


The document must contain the following information—
(a) particulars of all shares in or debentures of the offeree company and of all investments falling within paragraph 4,5 or 7 of Schedule 1 to the Act which relate to shares in or debentures of the offeree company held by or on behalf of the offeror or each offeror if there is more than one or, if none are so held, an appropriate negative statement;
(b) a statement as to whether or not the offer is conditional upon acceptances in respect of a minimum number of shares or debentures being received and, if the offer is so conditional, what the minimum number is;
(c) where the offer is conditional upon acceptances, the date which is the latest date on which it can become unconditional;
(d) if the offer is, or has become, unconditional the fact that it will remain open until further notice and that at least 14 days' notice will be given before it is closed;
(e) if applicable, a statement as to whether or not, if circumstances arise in which an offeror is able compulsorily to acquire shares of any dissenting minority under Part XIIIA of the 1985 Actor articles 421 to 423 of the 1986 Order, that offeror intends so to acquire those shares;
(f) if shares or debentures are to be acquired for cash, the period within which payment will be made and the method of payment;
(g) if the consideration or any part of the consideration for the shares or debentures to be acquired is shares in or debentures of an offeror—
(i) the nature and particulars of the offeror’s business, its financial and trading prospects and its place of incorporation;
(ii) in respect of any offeror which is a body corporate, and in respect of the offeree company, its turnover, profit on ordinary activities before and after tax, extraordinary items, tax on extraordinary items and its profit and loss and the rate per cent of any dividends paid adjusted as appropriate to take account of relevant changes over the period and the total amount absorbed thereby for, in each case, the period of five years immediately preceding the date of the offer; provided that in the case of a body corporate which was incorporated during the period of five years immediately preceding the date of the offer or which has, at any time during that period, passed a resolution in accordance with section 252 of the 1985 Act or article 260 of the 1986 Order, the information described in this sub-paragraph with respect to that body corporate need be included only in relation to the period since its incorporation or since it last ceased to be exempt from the obligation to appoint auditors, as the case may be;
(iii) particulars of the first dividend in which any such shares or debentures will participate and of the rights attaching to them (including, in the case of debentures, rights as to interest) and of any restrictions of their transfer;
(iv) an indication of the effect of acceptance on the capital and income position of the holder of shares in or debentures of the offeree company; and
(v) particulars of all material contracts (not being contracts which were entered into in the normal course of business) which were entered into by each of the offeree company and the offeror during the period of two years immediately preceding the date of the offer;
(h) particulars of the terms on which shares in or debentures of the offeree company acquired in pursuance of the offer will be transferred and of any restrictions on their transfer;
(i) whether or not it is proposed, in connection with the offer, that any payment or other benefit be made or given to any director or former director of the offeree company in connection with or as compensation or consideration for his ceasing to be a director or to hold any office held in conjunction with a directorship or, in the case of a former director, to hold any office which he held in conjunction with his former directorship and which he continued to hold after ceasing to be a director and, if it is so proposed, details of each such payment or benefit;
(j) whether or not there exists any agreement or arrangement between the offeror or any person with whom the offeror has an agreement of the kind described in section 204 of the 1985 Act or article 212 of the 1986 Order and any director or shareholder of the offeree company or any person who has been such a director or shareholder at any time during the period of twelve months immediately preceding the date of the offer, being an agreement or arrangement which is connected with or dependent on the offer, and if there is any such agreement or arrangement particulars of it;
(k) whether or not the offeror has reason to believe that there has been any material change in the financial position or prospects of the offeree company since the end of the accounting reference period to which the accounts referred to in paragraph 12 of this Schedule relate, and if the offeror has reason to believe that there has been any such change particulars of it;
(l) whether or not there is any agreement or arrangement whereby any shares or debentures acquired by the offeror in pursuance of the offer will or may be transferred to any other person together with the names of the parties to any such agreement or arrangement and particulars of all shares and debentures in the offeree company held by such persons;
(m) particulars of any dealings in the shares in or debentures of the offeree company, and, if the offeror is a body corporate, the offeror during the period of twelve months immediately preceding the date of the offer by every person who was a director of either of them at any time during that period, or, if there have been no such dealings, an appropriate negative statement;
(n) in a case where the offeror is a body corporate which is required to deliver accounts under the 1985 Act or the 1986 Order, particulars of the assets and liabilities as shown in its audited accounts in respect of the latest accounting reference period for which the period for laying and delivering accounts under the relevant legislation has passed or, if accounts in respect of a later accounting reference period have been delivered under the relevant legislation, as shown in those accounts and not the earlier accounts;
(o) where valuations of assets are given in connection with the offer, the basis on which the valuation was made and the names and addresses of the persons who valued them and particulars of any relevant qualifications; and
(p) if any profit forecast is given in connection with the offer, a statement of the assumptions on which the forecast is based.

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Source: https://www.legislation.gov.uk/uksi/1988/716/schedule/paragraph/11 (the official version)
Page: https://openlegislation.uk/financial-services-act-1986-investment-advertisements-exemptions-no-2-order-1988/schedule/paragraph-11
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.