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Companies Act 1948

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FIFTH SCHEDULEForm of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein

Part IForm of Statement and Particulars to be contained therein

The Companies Act, 1948 Statement in lieu of Prospectus delivered for registration by [Insert the name of the company.] Pursuant to section 48 of the Companies Act, 1948.

Delivered for registration by

The nominal share capital of the company.

£
Divided intoShares of £ each.
Shares of £ each.
Shares of £ each.
Amount (if any) of above capital which consists of redeemable preference shares.Shares of £ each.
The earliest date on which the company has power to redeem these shares.
Names, descriptions and addresses of directors or proposed directors.
If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

Number and amount of shares and debentures agreed to be issued as fully or partly paid up otherwise than in cash.

The consideration for the intended issue of those shares and debentures.

1. shares of £___ fully paid.
2. shares upon which £ ____ per share credited as paid.

3. debenture

£ ___.

4. Consideration:—
Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.1. shares of £___ and debentures 0f £___
Period during which option is exercisable.2. Until
Price to be paid for shares or debentures subscribed for or acquired under option.3.
Consideration for option or right to option.4. Consideration:
Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.5. Names and addresses :—
Names and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company except where the contract for its purchase or acquisition was entered into in the ordinary course of the business intended to be carried on by the company or the amount of the purchase money is not material.
Amount (in cash, shares or debentures) payable to each separate vendor.
Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount (if any) paid or payable for goodwill.Total purchase price £ Cash ____£
Shares £
Debentures.___ £
Goodwill ___ £
Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest direct or indirect.
Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or

Amount paid.

Amount payable.

Rate of the commission ......Rate per cent.
The number of shares, if any, which persons have agreed for a commission to subscribe absolutely.
Estimated amount of preliminary expenses.£
By whom those expenses have been paid or are payable.
Amount paid or intended to be paid to any promoter.Name of promoter. Amount £___ .
Consideration for the paymentConsideration:—
Any other benefit given or intended to be given to any promoter.Name of promoter:—
Nature and value of benefit:—

Consideration for giving of benefit

Dates of, parties to and general nature of every material contract (other than contracts entered into in the ordinary course of the business intended to be carried on by the company or entered into more than two years before the delivery of this statement).

Consideration:—
Time and place at which the contracts or copies thereof may be inspected or (i) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a foreign language, a copy of a translation thereof in English or embodying a translation in English of the parts in a foreign language, as the case may be, being a translation certified in the prescribed manner to be a correct translation.
Names and addresses of the auditors of the company (if any).
Full particulars of the nature and extent of the interest of every director in the promotion of or in the property proposed to be acquired by the company, or where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company.

(Signatures of the persons above-named as directors or proposed directors, or of their agents authorised in writing.)___________________________________ Date ______________________.

Part IIReports to be set out

1Where it is proposed to acquire a business, a report made by accountants (who shall be named in the statement) upon—

(a)the profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the registrar ; and

(b)the assets and liabilities of the business at the last date to which the accounts of the business were made up.

2(1)Where it is proposed to acquire shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with sub-paragraph (2) or (3) of this paragraph, as the case requires, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares; if the company had at all material times held the shares to be acquired.

(2)If the other body corporate has no subsidiaries, the report referred to in the last foregoing sub-paragraph shall—

(a)so far as regards profits and losses, deal with the profits or losses of the body corporate in respect of each of the five financial years immediately preceding the delivery of the statement to the registrar ; and

(b)so far as regards assets and liabilities, deal with the assets and liabilities of the body corporate at the last date to which the accounts of the body corporate were made up.

(3)If the other body corporate has subsidiaries, the report referred to in sub-paragraph (1) of this paragraph shall—

(a)so far as regards profits and losses, deal separately with the other body corporate's profits or losses as provided by the last foregoing sub-paragraph, and in addition deal either—

(i)as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or

(ii)individually with the profits or losses of each subsidiary, so far as they concern members of the other body corporate;

or, instead of dealing separately with the other body corporate's profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and

(b)so far as regards assets and liabilities, deal separately with the other body corporate's assets and liabilities as provided by the last foregoing sub-paragraph and, in addition, deal either—

(i)as a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate's assets and liabilities; or

(ii)individually with the assets and liabilities of each subsidiary;

and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.

Part IIIProvisions applying to Parts I and II of this Schedule

3In this Schedule the expression " vendor " includes a vendor as denned in Part III of the Fourth Schedule to this Act, and the expression "financial year" has the meaning assigned to it in that Part of that Schedule.

4If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five years, the accounts of the business or body corporate have only been made up in respect of four years, three years, two years or one year, Part II of this Schedule shall have effect as if references to four years, three years, two years or one year, as the case may be, were substituted for references to five years.

5Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

6Any report by accountants required by Part II of this Schedule shall be made by accountants qualified under this Act for appointment as auditors of a company which is not an exempt private company and shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company or of the company's subsidiary or holding company or of a subsidiary of the company's holding company; and for the purposes of this paragraph the expression " officer " shall include a proposed director but not an auditor.

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