10. 11. 12. 13. 14. 15. 16. 17. rector of the company, had any interest, direct or indirect. When the vendors, or any of them, are a partnership, the members of the partnership shall not be treated as separate vendors. (2) The property to which this paragraph applies is property purchased or acquired by the company or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property— (a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or (b) as respects which the amount of the purchase money is not material. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which the last foregoing paragraph applies, specifying the amount, if any, payable for goodwill. The amount, if any, and the nature and extent of any consideration, paid within the two preceding years, or payable as commission to any person, including commission so paid or payable to any sub-underwriter, who is a promoter or director or other officer of the company but excluding commission so paid or payable to any other sub-underwriter, for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares in or debentures of the company, the name, occupation and address of each person, particulars of the amounts which each has underwritten or sub-underwritten, of the rate of the commission payable to such underwriting or sub-underwriting, and any other material term or condition of the underwriting or sub -underwriting contract with such person; and when such person is a company, the name of the directors of such company and the nature and extent of any interest, direct or indirect, in such company of any promoter, director or other officer of the company in respect of which the prospectus is issued. The amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter with his name and address, or to any partnership, syndicate or other association of which he is or was at any material time a member, and the consideration for such payment or the giving of such benefit. The dates of, parties to and general nature of every material contract not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of issue of the prospectus and a reasonable time and place at which any such contract or a copy thereof may be inspected. Full particulars of the nature and extent of the interest, if any, of every director or promoter in the promotion of, or in the property acquired within two years of the date of the prospectus or proposed to be acquired by, the company or, where the interest of such director or promoter consists in being a member of a partnership, company, syndicate or other association of persons, the nature and extent of the interest of such partnership, company, syndicate or other association and the nature and extent of such director’s or promoter’s interest in the partnership, company, syndicate or other association, with a statement of all sums paid or agreed to be paid to him or to it 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 it in connection with the promotion or formation of the company. (1) The number of founders’ and management or deferred shares, if any, and any special rights attaching thereto, and the nature and extent of the interest of the holders in the property and profits of the company. (2) Particulars of the share capital, nominal, issued, paid up and held in reserve; the number and classes of shares and the nominal value thereof, and if the prospectus invites the public to subscribe for shares in the company, a description of the respective voting rights, preference, conversion and exchange rights, rights to dividends, profits or capital of each class, including redemption rights and rights on liquidation or distribution of capital assets. In the case of a company which has been carrying on business, or of a business which has been carried on, for less than five years, the length of time during which the business of the company or the business to be acquired, as the case may be, has been carried on. PART II REPORTS TO BE SET OUT 18. (1) A report by the auditors of the company with respect to— (a) profits and losses and assets and liabilities, in accordance with subparagraph (2) or (3), as the case requires; and (b) the rates of the dividends, if any, paid by the company in respect of each class of shares in the company in respect of each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years; and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact. (2) If the company has no subsidiaries, the report shall — (a) so far as regards profits and losses, deal with the profits or losses of the company in respect of each of the five financial years immediately preceding the issue of the prospectus; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up. (3) If the company has subsidiaries, the report shall— (a) so far as regards profits and losses, deal separately with the company’s profits or losses as provided by subparagraph (2), and in addition, deal— (i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company; or (ii) individually with the profits or losses of each subsidiary, so far as they concern members of the company; or, instead of dealing separately with the company’s profits or losses, deal as a whole with the profits or losses of the company and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the company’s assets and liabilities as provided by subparagraph (2) and, in addition, deal either— (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the company’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 adjustment to be made for persons other than members of the company. 19. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in the purchase of any business, a report made by accountants, who shall be named in the prospectus, upon— (a) the profits or losses of the business in respect of each of the five financial years immediately preceding the issue of the prospectus; and (b) the assets and liabilities of the business at the last date to which the accounts of the business were made up. 20. (1) If— (a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and (b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the company; a report made by accountants, who shall be named in the prospectus, upon—