3. 4. 5. 6. 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; (b) so far as regards assets and liabilities, deal separately with the other body corporate’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 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 III PROVISIONS APPLYING TO P ARTS I AND II OF THIS SCHEDULE In this Schedule the expression “vendor” includes a vendor as defined in Part III of the Fourth Schedule, and the expression “financial year” has the meaning assigned to it in that Part of that Schedule. If 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. 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 to the persons making the report appear necessary or shall make those adjustments and indicate that adjustments have been made. Any report by accountants required by Part II of this Schedule shall not be made by any accountant who is an officer or employee or a partner or employer of or in the employment of an office r or employee 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. FOURTH SCHEDULE (Sections 35, 54, 56, 62, 65, 335 and 336) MATTERS TO BE SPECIFIED IN PROSPECTUS AND R EPORTS TO BE SET OUT THEREIN 1. 2. 3. 4. 5. 6. 7. 8. 9. PART I M ATTERS TO BE SPECIFIED Except where the prospectus is issued prior to the incorporation of the company, the date of incorporation of the company and the address of its registered office. The number of shares, if any, fixed by the articles as the qualification of a director, and any provisions as to the remuneration of the directors whether for their services to the company as directors, managing directors or otherwise, whether under the articles or under contract or otherwise. (1) The names, occupations and addresses of the directors or proposed directors. (2) The name and address of the auditor, if any. (3) The term for which any present director and managing director hold office and the manner in and term for which any future director and managing director will be appointed, including information as to any exclusive or special right held in respect of the appointment of any director and managing director. Where shares are offered to the public for subscription, particulars as to— (a) the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters— (i) the purchase price of any property, including goodwill, if any, purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue; (ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company; (iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters; (iv) working capital; (v) any other expenditure, stating the nature and purpose thereof and the estimated amount in each case; and (b) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided. The time of the opening of the subscription lists. (1) The amount payable on application and allotment on each share, and, in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted and the amount, if any, paid on the shares so allotted. (2) The amount payable by way of premium, if any, on each share which has been or is to be issued stating the dates of issue, the reasons for any such premium, and, where some shares have been or are to be issued at a premium and other shares at par or at a lower premium, also the reasons for the differentiation, and how any premium has been or is to be disposed of. 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; giving the number, description and amount of any such shares or debentures and including the following particulars of the option or right — (a) the period during which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under it; (c) the consideration, if any, given or to be given for it or for the right to it; (d) the names and addresses of the persons to whom it or the right to it was given or, if given to existing members or debenture holders as such, the relevant shares or debentures; (e) any other material fact or circumstance relevant to the grant of such option or right. Subscribing for shares or debentures shall, for the purpose of this paragraph, include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so pa id up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued. (1) As respects any property to which this paragraph applies — (a) the names and addresses of the vendors; (b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; (c) short particulars of any transaction relating to the property completed within the preceding two years in which any vendors of the property to the company, or any person who is or was, at the time of the transaction, a promoter or a director or proposed di-