A circular for a connected transaction must:(1) provide a clear and adequate explanation of its subject matter and demonstrate the advantages and disadvantages of the transaction for the listed issuer's group;(2) where practicable, include a numerical evaluation;(3) contain all information necessary to allow the listed issuer's shareholders to make a properly informed decision; and(4) contain a heading drawing attention to the importance of the document and advising shareholders who are in any doubt to consult appropriate independent advisers on the appropriate course of action.
The circular must contain at least:
(1) the Exchange's disclaimer statement (see rule 14.88) on its front cover or inside front cover;
(2) the information required to be disclosed in the announcement for the transaction;
(3) the identities and a description of the principal business activities of the parties to the transaction and of their ultimate beneficial owner(s);
(4) the name of the connected person concerned, his or its relationship with any controller and the name and office held by that controller;
(5) if the transaction is a continuing connected transaction, how the listed issuer determines and calculates the cap, including the assumptions and the amounts of previous transactions which form the basis of the cap;
(6) a letter from each of the independent financial adviser and, if applicable, the independent board committee containing its opinion and recommendation on the transaction (see rules 14A.43 and 14A.45);
(7) if the transaction involves the acquisition or disposal of any property interests or a company whose assets consist solely or mainly of property, a valuation and information on the property if required under rule 5.03;
(8) if the primary significance of the asset (other than property interests) being acquired or disposed of is its capital value, an independent valuation of the asset;
(9) if the transaction involves an acquisition or disposal of a company or business engaging in an infrastructure project, a business valuation report on that company or business and/or traffic study report on the project. The report(s) must clearly set out:
(a) all significant underlying assumptions including the discount rate or growth rate used; and
(b) a sensitivity analysis based on different discount rates and growth rates.
If the business valuation is based on a profit forecast, the accounting policies and calculations for the underlying forecasts must be examined and reported on by the auditors or reporting accountants. Any financial adviser mentioned in the circular must also report on the underlying forecasts.
(10) if the transaction involves the listed issuer's group acquiring a company or business from a connected person, details of:
(a) any guarantee of the profits or net tangible assets or other matters regarding the financial performance of the company or business provided by the connected person, and a statement by the listed issuer that it will comply with the disclosure requirements (see rule 14A.63) if the actual performance fails to meet the guarantee; and
(b) any option granted to the listed issuer's group to sell the company or business back to the connected person and/or other rights given to the listed issuer's group;
(11) a statement whether any directors of the listed issuer have a material interest in the transaction and, if so, whether they have abstained from voting on the board resolution;
(12) a statement that any shareholder with a material interest in the transaction will not vote and the information required in rule 2.17;
(13) the information set out in the following paragraphs of Appendix 1, Part B:
1 — listed issuer's name
2 — directors' responsibility
5 — expert statements
10 — securities to be issued (if applicable)
29(2) — requirements if there is a profit forecast
32 — no material adverse change
39 — directors' service contracts
40 — directors' interests in assets
43(2)(c) — documents on display;
(14) information regarding directors' and chief executive's interests in the listed issuer described in paragraphs 34 and 38 of Appendix 1, Part B, and Practice Note 5;
(15) information regarding the competing interests of each of the directors and any proposed director of the listed issuer and his respective close associates as would be required to be disclosed under rule 8.10 as if each of them was a controlling shareholder; and
(16) any additional information requested by the Exchange.