(1) An issuer may seek a general mandate from shareholders for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, but not in respect of the purchase or sale of assets, undertakings or businesses. A general mandate is subject to annual renewal.
(a) An issuer must:—
(i) disclose the general mandate in the annual report, giving details of the aggregate value of transactions conducted pursuant to the general mandate during the financial year. The disclosure must be in the form set out in Rule 907; and
(b) A circular to shareholders seeking a general mandate must include:—
(i) unless the Exchange requires otherwise, the names of the interested persons with whom the entity at risk will be transacting;
(ii) the nature of the transactions contemplated under the mandate;
(iii) the rationale for, and benefit to, the entity at risk;
(iv) the methods or procedures for determining transaction prices;
(v) the independent financial adviser's opinion on whether the methods or procedures in (iv) are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders;
(vi) an opinion from the audit committee if it takes a different view to the independent financial adviser;
(vii) a statement from the issuer that it will obtain a fresh mandate from shareholders if the methods or procedures in (iv) become inappropriate; and
(viii) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction.
(c) An independent financial adviser's opinion is not required for the renewal of a general mandate provided that the audit committee confirms that:—
(i) the methods or procedures for determining the transaction prices have not changed since last shareholder approval; and
(ii) the methods or procedures in Rule 920(1)(c)(i) are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders.
(d) Transactions conducted under a general mandate are not separately subject to Rules 905 and 906.
(2) If the information in Rule 920(1)(b) is included in a prospectus issued in connection with a listing of an issuer, the issuer may treat a general mandate as having been given. The mandate will be effective until the earlier of the following:—
(a) The first annual general meeting of the issuer following listing; or
(b) The first anniversary of the listing date.