Paragraph 12

The document must be accompanied by the following—

(a)

the audited accounts of the offeree company in respect of the latest accounting reference period for which the period for laying and delivering accounts under the 1985 Act or the 1986 Order has passed, or, if accounts in respect of a later accounting reference period have been delivered under the relevant legislation, those accounts and not the earlier ones;

(b)

a letter advising the directors of the offeree company on the financial implications of the offer from a competent person who is independent of and has no substantial financial interest in the offeree company or the offeror, being a letter which sets out the advice that person has given in relation to the offer;

(c)

a statement by the directors of the offeree company, acting as a board, stating—

(i)

whether or not 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 accompanying4he offer document relate and, if there has been any such change, particulars of it;

(ii)

any interests, in percentage terms, which any of the directors have in the shares in or debentures of the offeree company or any offeror which is a body corporate being interests which, in the case of the offeree company, are required to be entered in the register kept by the company under section 325 of the 1985 Act or article 333 of the 1986 Order or, in the case of an offeror, would be required to be so entered if the director were a director of the offeror and in the case of an offeror which is not a company within the meaning of the 1985 Act or the 1986 Order if the offeror were such a company;

(iii)

any material interest which any director has in any contract entered into by the offeror and in any contract entered into by any member of any group of which the offeror is a member;

(d)

a statement as to whether or not each director intends to accept the offer in respect of his own beneficial holdings in the offeree company;

(e)

a statement by the directors of any offeror which is a body corporate shares in or debentures of which are the consideration or any part of the consideration for the offer that the information concerning the offeror and those shares or debentures contained in the document is correct;

(f)

if the offeror is making the offer on behalf of another person, a statement by the offeror as to whether or not he has taken any steps to ascertain whether that person will be in a position to implement the offer and, if he has taken any such steps, what those steps are and his opinion as to whether that person will be in a position to implement the offer; and

(g)

a statement that each of the directors of the offeree company, the offeror or, if the offeror is a body corporate, each of the directors of the offeror, are responsible for the information contained in the document insofar as it relates to themselves or their respective bodies corporate and that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information is in accordance with the facts and that no material fact has been omitted.