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THIRD SCHEDULE
MATTERS TO BE SPECIFIED IN PROSPECTUS AND
REPORTS TO BE SET OUT THEREIN
PART 1
MATTERS TO BE SPECIFIED
[as. 38 & 342.]
1. The general nature of the business of the company, and if the company carries on two or more activities which are material having regard to profits or losses, assets employed or any other factor, information as to the relative importance of each such activity.
2. The authorized share capital and the description and nominal value of the shares into which it is divided, the amount of share capital issued or agreed to be issued, and the amount paid up on the shares which have been issued,
3. Sufficient particulars and information to enable a reasonable person to form as a result thereof a valid and justifiable opinion of the shares or debentures and the financial condition and profitability of the company at the time of the issue of the prospectus,
4. The number of founders or management or deferred shares. If any, and the nature and extent of the interest of the holders in the property and profits of the company.
5. The number of shares, if any, fixed by the articles as the qualifica- Lion of a director, and any provision in the articles as to the remuneration of the directors,
6. The names, descriptions and addresses of the directors or proposed directors.
7.
as lo-
Where shares are offered to the public for subscription, particulars
(a) the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters-
(1) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;
(ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company:
(iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters;
(iv) working capital;
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but, so long as the general purpose of the issue is clearly stated and the issue is fully underwritten, this sub-paragraph need got be complied with; and
(b) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the Issue and the sources out of which those amounts are to be provided.
8.
9.
The date and time of the opening of the subscription lists.
The amount payable on application and allotment on each share, and, in the case of a second or subsequent offer of shares, the amquot offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted, and the amount, if any, paid on the shares to allotted,
10. The number, description and amount of any shares in or deben- tures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option, that is to say--
(a) the period during which it is exercisable;
(6) the price to be paid for shares or debentures subscribed for
under 1:
(e) the consideration (if any) given or to be given for it or for the
right to it;
(4) the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.
11. The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.
12. (1) As respects any property to which this paragraph applies-- (a) the names and addresses of the vendors;
(b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor:
(c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect. (2) The property to which this paragraph applies is property purchased or acquired by the company or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than properly...
(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company's business, the contract