Compilation of profit forecasts and quantified financial benefits statements

1. Any profit forecast or quantified financial benefits statement must be properly compiled and must be prepared with due care and consideration. The profit forecast or quantified financial benefits statement, and the assumptions on which it is based, are the responsibility of the relevant party to the offer and its directors.

2. A profit forecast (and the assumptions stated) or a quantified financial benefits statement (and the details included in accordance with Rule 28.6) must be:

   1. understandable: it must not be so complex or include such extensive disclosure that it cannot be readily understood;

   2. reliable: it must be supported by a thorough analysis of the offeree company’s and/or the offeror’s business and must represent factual and not hypothetical strategies, plans and risk analysis; and

   3. comparable (in the case of a profit forecast only): it should be capable of justification by comparison with outcomes in the form of historical financial information.

3. A forecast of profit before tax should disclose separately any non-recurrent items and tax charges if they are expected to be abnormally high or low.