Standards of care
Each document, announcement or other information published, or statement made, during the course of an offer must be prepared with the highest standards of care and accuracy. The language used must clearly and concisely reflect the position being described and the information given must be adequately and fairly presented. These requirements apply whether the document, announcement or other information is published, or the statement is made, by the party concerned or by an adviser on its behalf.
NOTES ON RULE 19.1
Financial advisers’ responsibility for publication of information
The Panel regards financial advisers as being responsible to the Panel for guiding their clients and any relevant public relations advisers with regard to any information published during the course of an offer, including information published using social media.
Advisers must ensure at an early stage that directors and officials of companies are warned that they must consider carefully the implications under the Code of what they say, particularly when giving interviews to, or taking part in discussions with, the media. It is very difficult after publication to alter an impression given or a view or remark attributed to a particular person. Control of any possible abuse lies largely with the person being interviewed. In appropriate circumstances, the Panel will require a statement of clarification or retraction. Particular areas of sensitivity on which comment must be avoided include future profits and prospects, asset values and the likelihood of the revision of an offer (see also Rule 20.1).
Sources
The source for any fact which is material to an argument must be clearly stated, including sufficient detail to enable the significance of the fact to be assessed; however, if the information has been included in a document previously sent to shareholders, an appropriate cross reference may be made.
Quotations
A quotation (for example, from a newspaper or an investment analyst’s circular) must not be used by a party to the offer out of context and details of the origin must be included.
Since the use of a quotation will carry the implication that the quotation is endorsed by the party to the offer using it, quotations must not be used unless the party is prepared, where appropriate, to corroborate or substantiate them and they are covered by the directors’ responsibility statement. See also Note 6 on Rule 28.1 with regard to investment analyst and other third party forecasts.
Diagrams etc.
Pictorial representations, charts, graphs and diagrams must be presented without distortion and, when relevant, must be to scale.