Content as PDF

View Options

The Code menu

Up

Fourteenth edition
11 December 2023

Updated
11 December 2023

Disclosure requirements for quantified financial benefits statements

When a quantified financial benefits statement is included in any document or announcement published during an offer period (or in an announcement which commences an offer period), the document or announcement must include:

  1. the bases of belief supporting the statement (identifying the principal assumptions and sources of information);

  2. an analysis, explanation and quantification of the constituent elements sufficient to enable the context and relative importance of those elements to be understood;

  3. a base figure where any comparison is made with historical financial performance or with existing cost bases and structures;

  4. details of any disbenefits expected to arise;

  5. in the case of a statement falling under paragraph (a) of the definition of a “quantified financial benefits statement”, a statement that the expected financial benefits will accrue as a direct result of the success of the offer and could not be achieved independently of the offer;

  6. an indication of when the financial benefits are expected to be realised;

  7. an indication of whether the expected financial benefits will be recurring, clearly identifying any non-recurring benefit(s); and

  8. the recurring and non-recurring costs of realising the expected financial benefits.

NOTES ON RULE 28.6

Cost saving measures announced before the offer period

  1. Cost saving measures published by the offeree company prior to the offer period are not subject to Rule 28, even if they are repeated by the offeree company during the offer period. However, if, during the offer period, the offeree company revises any cost saving measures published prior to the offer period, the revised cost saving measures will be treated as a quantified financial benefits statement, such that Rule 28.1(a) will then apply.

  2. The Panel should be consulted if an offeree company proposes to publish a statement with regard to new cost saving measures after it has received an approach but prior to the commencement of an offer period. If the Panel considers that the new cost saving measures are being published as a result of the approach, it may determine that the statement should be treated as if it were a quantified financial benefits statement published during the offer period, save that compliance with the requirements of Rule 28.1(a) may be deferred until the publication of the offeree board circular.

Statements by the offeree company

  1. The Panel will not normally permit an offeree company to publish a statement quantifying the financial benefits expected to accrue from an offer by a particular offeror unless the statement is published with the consent of that offeror, in which case the requirements of Rule 28.1 will apply. However, the offeree company will be permitted to publish its views on any quantified financial benefits statement published by an offeror.

  2. In relation to a statement made in the circumstances described in the Note on the definition of “quantified financial benefits statement”, the Panel will normally consider that the requirements of Rules 28.6(a), (b), (f) and (h) are applicable to that statement.