1964_COMPANIES_ORDINANCE — Page 252

1984 Ed.]

Companies

[CAP. 32

335

28. If the prospectus offers shares in the company for sale to the public—

(a) the names, addresses and descriptions of the vendor or vendors of the shares, or, if there are more than 10 vendors, the like particulars of the 10 principal vendors and a statement of the number of other vendors;

(b) particulars of any beneficial interest possessed by any director of the company in any shares so offered for sale.

29. The name, date and country of incorporation, whether public or private (if applicable), the general nature of the business, the issued capital and the proportion thereof held or intended to be held, of every company the whole of the capital of which or a substantial proportion thereof is held or intended to be held, or whose profits or assets make or will make a material contribution to the figures in the auditors' report or to the next accounts of the company. (Amended, L.N. 137 of 1981)

30. A statement of the persons holding or beneficially interested in any substantial part of the share capital of the company and the amounts of the holdings in question.

PART II

REPORTS TO BE SET OUT

31. (1) A report by the auditors of the company and of any guarantor corporation referred to in the prospectus with respect to—

(a) profits and losses and assets and liabilities of the company and of any guarantor corporation referred to in the prospectus in accordance with sub-paragraph (2) or (3), as the case required; and

(b) the rates of the dividends, if any, paid by the company in respect of each class of shares in the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years;

and, if no accounts have been made up in respect of any part of the period of 5 years ending on a date 3 months before the issue of the prospectus, containing a statement of that fact.

(2) If the company or the guarantor corporations have no subsidiaries, the report shall—

(a) so far as regards profits and losses, deal with the profits or losses of the company and of the guarantor corporations referred to in the prospectus in respect of each of the 5 financial years immediately preceding the issue of the prospectus; and

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the company and of the guarantor corporations referred to in the prospectus at the last date to which the accounts of the company and of the guarantor corporations were made up.

(3) If the company or the guarantor corporations have subsidiaries, the report shall—

(a) so far as regards profits and losses, deal separately with the company's and the guarantor corporations' (other than subsidiaries) profits or losses as provided by sub-paragraph (2) and, in addition, deal either—

(i) as a whole with the combined profits or losses of their subsidiaries;

(ii) individually with the profits or losses of each subsidiary;

or, instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company and of the guarantor corporations and with the combined profits or losses of their subsidiaries; and

(b) so far as regards assets and liabilities, deal separately with the company's and the guarantor corporations' (other than subsidiaries) assets and liabilities as provided by sub-paragraph (2) and, in addition, deal either—