42. Subject to regulation 44, the issuer's annual accounts (balance sheet and profit and loss account) for the last three years together with—
(a) a statement by the directors of the issuer that the accounts have been prepared in accordance with the Act, and that they accept responsibility for them, or a statement why they are unable to make that statement;
(b) the names and addresses of the auditors of the accounts;
(c) a copy of the auditor's reports on the account; and
a statement by the auditors that they consent to the inclusion of their reports in the prospectus and accept responsibility for them, and have not become aware, since the date of any report, of any matter affecting the validity of that report at that date; or a statement why they are unable to make such a statement.
43.
(1) If more than 9 months have elapsed at the date on which the offer is first made since the end of the last financial year in respect of which accounts are required to be included in the prospectus by regulation 42, there shall also be included in the prospectus
(a) a report by a person qualified to act as an auditor, covering the period referred to in subregulation (2), with respect to the state of affairs and profit or loss of the issuer together with the name and address of the person responsible for preparing the report; and
(b) a statement by the person preparing the report that the person consents to the inclusion of the report in the prospectus and accepts responsibility for it; or
(c) a statement why the person preparing the report is unable to make such a statement.
(2) The period to be covered by the report is the period beginning at the end of the last financial year in respect of which accounts are required to be included in the prospectus by regulation 42 and ending on the latest practicable date before (but not in any event more than 3 months before) the date on which the offer is first made.
44. If an issuer has not been in existence for the whole of the last 3 years, the prospectus shall contain a report by a person qualified to act as an auditor which includes—
(a) details of the profit or loss of the issuer in respect of the period beginning with the date of its formation and ending on the latest practicable date before (but not in any event more than 3 months before) the date on which the offer is first made, and of its state of affairs at that latest practicable date; and
(b) a statement by the person responsible for the report that in that person's opinion it gives a true and fair view of the state of affairs and profit or loss of the issuer and that the person consents to the inclusion of the report in the prospectus and accepts responsibility for it, or a statement why the person is unable to make such a statement.
45. If the issuer is a parent company, the requirements of regulations 42 and 44 shall apply to each of its subsidiaries.