This notice is the Securities Act (Amalgamations) Exemption Notice 2002.

This notice comes into force on 1 October 2002.

This notice expires on the close of 30 September 2012.

Clause 3: amended, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

Clause 4(1) FRS-29: revoked, on 30 March 2007, by clause 4 of the Securities Act (Amalgamations) Exemption Amendment Notice 2007 (SR 2007/79).

Clause 4(1) FRS-42: inserted, on 30 March 2007, by clause 4 of the Securities Act (Amalgamations) Exemption Amendment Notice 2007 (SR 2007/79).

Every company and every person acting on its behalf are exempted from regulation 3(1) of the Regulations in the case of specified equity securities.

The exemption in clause 5 is subject to the condition that the registered prospectus for the offer of the specified equity securities—

• (a) contains, or is accompanied by, the information, statements, certificates, and other matters that must be sent to the shareholders of each amalgamating company under section 221(3) of the Companies Act 1993; and

• (b) contains the information, statements, certificates, and other matters specified in clauses 2, 4 to 7, 16, 17, 21, 39, and 40 of Schedule 1 of the Regulations.

Every company and every person acting on its behalf are exempted from regulation 3(2) of the Regulations in the case of specified debt securities.

The exemption in clause 7 is subject to the condition that the registered prospectus for the offer of the specified debt securities—

• (a) contains, or is accompanied by, the information, statements, certificates, and other matters that must be sent to the shareholders of each amalgamating company under section 221(3) of the Companies Act 1993; and

• (b) contains the information, statements, certificates, and other matters specified in clauses 2, 4 to 6, 9, 12 to 14, 33, and 34 of Schedule 2 of the Regulations.

(1) For the purposes of this clause, an amalgamating company is an amalgamating company for which financial statements are required if it has commenced business and—

• (a) it has acquired an asset; or

• (b) it has incurred a debt.

(2) The exemptions in clauses 5 and 7 are subject to the further condition that the registered prospectus for the offer of the specified equity securities or the specified debt securities (as the case may be) contains, or is accompanied by,—

• (a) in relation to an amalgamating company for which financial statements are required, either—

  • (i) a copy of the most recent audited consolidated financial statements of the amalgamating company that comply with subclause (3); or

  • (ii) if the amalgamating company has been in existence for less than a year, a copy of audited consolidated financial statements that comply with subclause (3) for the period beginning on the date the amalgamating company commenced business and ending on its first balance date or any stated date that is not more than 4 months before the date on which the amalgamation is proposed to take effect; and

• (b) in relation to an amalgamating company for which financial statements are required, if the date of allotment of the specified equity securities or specified debt securities would be more than 9 months after the balance date of the financial statements of the amalgamating company referred to in paragraph (a), a copy of the interim consolidated financial statements of that amalgamating company that comply with subclause (3) (except that they need not be audited) for a period beginning on the day after that balance date and ending on a date that is not more than 9 months later; and

• (c) in relation to an amalgamating company for which financial statements are not required, a statement that the company has not commenced business, acquired an asset, or incurred a debt (as the case may be).

(3) Financial statements comply with this clause if—

• (a) the statements comply with, and have been registered under, the Financial Reporting Act 1993; or

• (b) in the case of an amalgamating company that is not an issuer within the meaning of the Financial Reporting Act 1993, and has not prepared financial statements that have been registered under that Act, the statements have been prepared to comply with that Act as if they required registration under that Act; or

• (c) in the case of interim consolidated financial statements, they have been prepared to comply with the Financial Reporting Act 1993 as if they required registration under that Act.

(4) For the purposes of subclause (1), a company has not commenced business by reason only of having entered into a trust deed in respect of specified debt securities, as required by section 33(2)(a) of the Act.

A registered prospectus for the specified equity securities or specified debt securities (as the case may be) sent to a shareholder of an amalgamating company does not have to contain, or be accompanied by, the financial statements of that amalgamating company referred to in clause 9(2)(a) if—

• (a) a copy of the most recent annual report of the amalgamating company has previously been sent to that shareholder under section 209 of the Companies Act 1993; or

• (b) a copy of the most recent financial statements of the amalgamating company has previously been sent to that shareholder under section 210 of that Act.

The exemptions in clauses 5 and 7 are subject to the further condition that the registered prospectus for the offer of the specified equity securities or the specified debt securities (as the case may be) contains, or is accompanied by, a copy of—

• (a) a prospective consolidated statement of financial position for the amalgamated company as at the date on which the amalgamation is proposed to take effect, that complies with FRS-42; and

• (b) prospective consolidated statements of financial position, financial performance, and cash flows for 1 or more future accounting periods of the amalgamated company that in each case—

  • (i) are prepared as if the amalgamation had already been effected; and

  • (ii) comply with FRS-42.

The exemptions in clauses 5 and 7 are subject to the further condition that the registered prospectus for the offer of the specified equity securities or the specified debt securities (as the case may be) contains, or is accompanied by,—

• (a) in relation to an amalgamating company for which financial statements are required under clause 9, a statement by the directors of that company as to whether, after due inquiry by them in relation to the period between the balance date of the financial statements referred to in clause 9(2)(a) or of the interim financial statements referred to in clause 9(2)(b) (as the case may be) and the designated date, there have, in their opinion, arisen any circumstances that materially adversely affect—

  • (i) the trading or profitability of the amalgamating company; or

  • (ii) the value of its assets; or

  • (iii) the ability of the amalgamating company to pay its liabilities due within the next 12 months; and

• (b) in relation to an amalgamating company for which financial statements are required under clause 9, a statement by the directors of that company that, between the balance date of the financial statements referred to in clause 9(2)(a) and the designated date, there have been no material changes in the nature of the business of the amalgamating company.

(1) This clause applies if 1 or more of the amalgamating companies is a company for which financial statements are required under clause 9.

(2) The exemptions in clauses 5 and 7 are subject to the further condition that the date of allotment of any specified equity securities or specified debt securities is not more than 9 months after the balance date of the financial statements referred to in clause 9(2)(a) or of any interim financial statements referred to in clause 9(2)(b) (as the case may be).

(1) Every company and every person acting on its behalf are exempted, in the case of specified equity securities and specified debt securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1(1) of Schedule 3D of the Regulations, the question “How much do I pay?”

(2) Every company and every person acting on its behalf are exempted, in the case of specified equity securities and specified debt securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause.

(1) The exemption in clause 14(1) is subject to the condition that, in place of the question “How much do I pay?”, the investment statement includes the question “What will this cost me?”

(2) The exemption in clause 14(2) is subject to the condition that the investment statement contains a brief description of the terms of exchange of the securities of the amalgamating companies for the securities of the amalgamated company.