THE COMPANIES ORDINANCE, 1972

FOURTH SCHEDULE            (Sections 41 and 49)

Statements, Reports and Accounts to be Contained in a Prospectus

Part I

Matters to be contained in every prospectus

1.  The issue price of the shares or debentures for which subscriptions are invited including—

(a)    if the issue price is payable in cash, thu amounts payable on application and allotment, and the amounts of the remaining instalments and the dates on which they will respectively fall due ; or

(b)   if the issue price is to be satisfied by the transfer or surrender of other shares or debentures, the amount oi such shares or debentures to be transferred or surrendered, the date when and the means by which the transfer or surrender must be made, whether the transfer or surrender of such shares or debentures will be cum or ex dividend or interest, and whether any (and if so) what supplementary payment in cash will be made by the- company, or must be made by subscribers to the company. and the date or dates on which it will become due.

2.  The rights attached to the shares or debentures offered for subscription and the rights attached to all classes of shares or debentures ranking in priority to them for dividend, interest or repayment of capital or principal (including redemption) in respect of—

(a) dividends or interests ;

(b)   repayment of capital or principal (including redemption premiums) ; and

(c)   voting at general meetings of the company (in the case of shares) and at other meetings ;

and in the case of convertible debentures—

(d) the rate at which, and the terms and dates on which, the debentures may be exchanged for shares;

(e) the terms on which debenture holders may subscribe for shares otherwise than under paragraph (d); and

(/) the rights attached to shares which may be acquired by debenture holders under paragraphs (d) and (e).

3.  If the prospectus offers debentures for subscription—

(a)   the maximum amount which may be raised by the issue of debentures of the same class ;

(b)   whether debentures acquired by the company before the date for redemption may be re-issued ;

(c)   the maximum discount which may be allowed on the issue or re-issue of any of the debentures, or a statement that no limit is imposed on the amount of such discount;

(d)   the names and addresses of the trustees of the covering trust deed (if any); and

(e)   in the case of convertible debentures, whether any provision is made by the covering trust deed or by the debentures for an increase in the number of shares for which the debentures may be exchanged, or for which the debenture holders may subscribe,

if the company makes a rights issue or a bonus issue of such shares, and if so, particulars of such provision.

4.  The purpose for which any cash to be raised by the issue of shares or debentures under the prospectus will be applied.

5.  Unless the prospectus is issued to the public, the names and addresses of the persons to whom it is to be issued, or if all or any of them belong to a class or classes of shareholders or debenture holders and the prospectus is to be issued to all the members of that class, a description of that class or those classes and the names and addresses of any other persons to whom the prospectus is to be issued.

6.  The times and dates when the subscription lists will open and will be closed.

7.  If the prospectus offers shares or debentures for subscription for cash, the amount of the minimum subscription, or if no minimum subscription is required because underwriting arrangements satisfying section 43 of this Ordinance have been made, a statement to that effect.

8.  Short particulars of all underwriting agreements entered into in connection with the offer of the shares or debentures for subscription, including the names and addresses of the principal underwriters, the number of shares or debentures underwritten by them respectively, the number of shares or debentures underwritten firmly, and the total amount payable by the company as underwriting commission in connection with the issue.

9.  A statement whether an application has been or will be made to a stock exchange for the shares or debentures offered for subscription by the prospectus to be quoted or dealt in thereon, and if so, the names of the stock exchanges to which applications have been or will be made.