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PART 2
REPORTS TO BE SET OUT

19.

(1) A report by the auditors of the company with respect to—
1. (a) profits and losses and assets and liabilities, in accordance with subregulation(2) or (3) as the case requires;
1. (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 3 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid in respect of any class of shares in respect of any of those,

and if no accounts have been made up in respect of any part of the period of 3 years ending on the date 3 months before the issue of the prospectus, containing a statement of the fact.
1. (2) If the company has no subsidiaries, the report must—
  1. (a) so far as regards the statement of income, deal with the profits and losses of the company in respect of each of the 3 financial years immediately preceding the issue of the prospectus; and
  1. (b) so far as regards the balance sheet, deal with the assets and liabilities of the company at the closing date of the immediately preceding financial year.
1. (3) If the company has subsidiaries, the report must—
  1. (a) so far as regards the statement of income, deal separately with the company's profits and losses as provided by subparagraph (2) and in addition, include—
    1. (i) a consolidated statement of income of the company and its subsidiaries,
    1. (ii) individual statements of income of each subsidiary; or

instead of dealing separately with the company's profits and losses, deal as a whole with the profits and losses of the company and, so far as they concern shareholders, with the combined profits and losses of its subsidiaries; and
1. (b) so far as regards the balance sheet deal separately with the company's assets and liabilities as provided by subparagraph (2) and, in addition, include—
  1. (i) a consolidated balance sheet of the company and its subsidiaries, or
  1. (ii) individual balance sheets of each subsidiary,
1. and must indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than shareholders.

20. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in the purchase of any business, a report made by accountants (who must be named in the prospectus) upon—

(a) the statements of income of the business in respect of each of the 3 financial years immediately preceding the issue of the prospectus; and

(b) the balance sheet of the business at the closing date of the immediately preceding financial year.

21.

(1) If—
1. (a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and
1. (b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the company,

a report made by accountants (who must be named in the prospectus) upon—
1. (c) the statement of income of the other body corporate in respect of each of the 3 financial years immediately preceding the issue of the prospectus; and
1. (d) the balance sheet of the other body corporate at the last date to which the accounts of the body corporate were made up.
1. (2) The said report must—
  1. (a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned shareholders and what allowance would have fallen to be made in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and
  1. (b) where the other body corporate has subsidiaries deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by paragraph 19(3) in relation to the company and its subsidiaries.