(i) the profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the issue of the prospectus; and (ii) the assets and liabilities of the other body corporate at the last date to which the accounts of the body corporate were made up. (2) The said report shall— (a) indicate 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, for holders of other shares, what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, if the company had at all material times held the shares to be acquired; and (b) where the other body corporate has subsidiaries, deal with the prof its or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by subparagraph (3) of paragraph 18 of this Schedule in relation to the company and its subsidiaries. 21. 22. 23. 24. 25. PART III P ROVISIONS APPLYING TO P ARTS I AND II OF SCHEDULE Paragraph 2 and paragraph 12, so far as it relates to preliminary expenses, and paragraph 15 of this Schedule shall not apply in the case of a prospectus issued more than three years after the date at which the company is entitled to commence business. Every person shall, for the purpose of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where— (a) the purchase money is not fully paid at the date of the issue of the prospectus; or (b) the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus; or (c) the contract depends for its validity or fulfilment on the result of that issue. Where any property to be acquired by the company is to be taken on lease, this Schedule shall have effect as if the expression “vendor” included the lessor, and the expression “purchase money” included the consideration for the lease, and the expression “sub-purchase” included a sub-lessee. If 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 accounts of the company or business 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. The expression “financial year” in Part II of this Schedule means the year in respect of which the accounts of the company or of the business, as the case may be, are made up, and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts of the company or business have been made up for a period greater or less than a year, that greater or less period shall for the purpose of that Part of this Schedule be deemed to be a financial year. 26. Any 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. 27. Any report by accountants required by Part II of this Schedule shall not be made by any accountant who is an officer or servant, or a partner or employer of or in the employment of an officer or servant, of the company or of the company’s subsidiary or holding co mpany 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. FIFTH SCHEDULE (Sections 66, 355 and 361) FORM OF STATEMENT IN LIEU OF P ROSPECTUS TO BE DELIVERED TO R EGISTRAR BY AC OMPANY WHICH DOES NOT ISSUE A P ROSPECTUS OR WHICH DOES N OT GO TO ALLOTMENT ON A P ROSPECTUS ISSUED, AND R EPORTS TO BE SET OUT THEREIN PART I FORM OF STATEMENT AND P ARTICULARS TO BE CONTAINED THEREIN Companies Act [Chapter 24:03 ] Statement in lieu of Prospectus delivered for registration by ..................... .................................................................................................................................................... (Insert the name of the Company) Pursuant to section 66 of the Companies Act [ Chapter 24:03]. Delivered for registration by ........................................................................................................................... I. II. Names, descriptions and addresses of directors or proposed directors. (a ) The nominal share capital of the company. Divided into................................ .. (b ) Amount, if any, of above capital which consists of redeemable preference shares. ............................................................................................................... The earliest date on which the company has power to redeem these shares. (c) III. 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. IV. (a ) (b ) V. 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. The substance of any contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any shares in or debentures of a company or to acquire them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale; giving the number, description $ Shares of $ Shares of $ Shares of $ each each each Shares of $ each 1. ..........shares of $ fully paid. 2. .....shares upon which $ per share credited as paid. 3. .................debenture $ 4. ............Consideration: 1. 2. Shares of $ and Debentures of $