Practice Note 12.1 Responsibility Statements for Directors, Vendors and Financial Advisers

Past version: Effective from 29 Sep 2011 to 09 Jan 2020

Details Cross References
Issue date: 14 September 2011

Effective date: 29 September 2011
Listing Rule 610(3), 1205 and 1206

1. This Practice Note provides guidance on the wordings for the responsibility statements for directors, vendors and financial advisers.

2. Responsibility Statement for Directors and Vendors

2.1 For the purposes of Rule 610(3) and 1205, the following directors' [or vendors'] responsibility statement should be included in circulars:

"The [directors/vendors] collectively and individually accept full responsibility for the accuracy of the information given in this circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this circular constitutes full and true disclosure of all material facts about the [describe proposed action], the issuer and its subsidiaries, and the [directors/vendors] are not aware of any facts the omission of which would make any statement in this circular misleading, [and where the circular contains a profit forecast, the directors are satisfied that the profit forecast has been stated after due and careful enquiry]. Where information in the circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the [directors/vendors] has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the circular in its proper form and context."

3. Responsibility Statement for Financial Advisers

3.1 For the purposes of Rule 1015(5)(d), 1206(6) and Appendix 8.2, the following financial adviser's responsibility statement should be included in circulars:

"To the best of the financial adviser's knowledge and belief, this circular constitutes full and true disclosure of all material facts about the [describe proposed action], the issuer and its subsidiaries, and the financial adviser is not aware of any facts the omission of which would make any statement in the document misleading; [and where the document contains a profit forecast, it is satisfied that the profit forecast has been stated by the directors after due and careful enquiry]."

Added on 29 September 201129 September 2011.