GUIDELINES AND REGULATIONS

1. The independent advice circular, whether recommending acceptance or rejection of the take-over offer, must contain comments and advice on the following:

(a)	the offeror's stated intentions regarding the continuation of the business of the offeree;
(b)	the offeror's stated intentions regarding any major changes to be introduced in the business, including any plans to liquidate the offeree, sell its assets or re-deploy the fixed assets of the offeree or make any other major change in the structure of the offeree;
(c)	the offeror's stated long-term commercial justification for the proposed take-over offer;
(d)	the offeror's stated intentions with regard to the continued employment of the employees of the offeree and of its subsidiaries; and
(e)	the reasonableness of the take-over offer, including the reasonableness and accuracy of profit forecasts for the offeree, if any, contained in the offer document.

2. The independent advice circular should also, in so far as is reasonable, comment on the following:

(a)	the outlook, for the next twelve months, of the industry in which the offeree has its core or major business activities;
(b)	the prospects, for the next twelve months, of the offeree in terms of financial performance as well as positioning in the industry (including competitive advantage and threats and opportunities); and
(c)	in the case of a securities exchange offer only- (i) the outlook, for the next twelve months, of the industry in which the offeror has its core or major business activities; (ii) the prospects for the next twelve months, of the offeror in terms of financial performance as well as positioning in the industry (including competitive advantage, threats and opportunities).

3. The independent advice circular shall also state the following:

(a)	whether the offeree holds directly or indirectly, any voting shares or convertible securities in the offeror and if so, the number of and percentage holding of such voting shares and convertible securities so held;
(b)	whether the directors of the offeree hold, directly or indirectly any voting shares or convertible securities in the offeror and/or the offeree and if so, the number of and percentage holding of such voting shares and convertible securities so held; and
(c)	whether the directors of the offeree intend, in respect of their own beneficial holdings, to accept or reject the take-over offer.

4. If there are no holdings of the nature required to be stated under paragraph 3 then this fact should be so stated.

5. The independent advice circular must also contain a statement from the directors of the offeree stating any other interest held by them in the offeror and in the offeree.

6. If any party whose holdings are required to be disclosed pursuant to the Code has dealt in the voting shares in question during the period commencing six months prior to the beginning of the offer period and ending with the latest practicable date prior to the sending of the offer document, the details, including the number of shares, dates and prices, must be stated. If no such deals have been made this fact should be so stated.

7. The independent advice circular must contain particulars of all service contracts of any director or proposed director with the offeree or any of its subsidiaries (unless expiring or determinable by the employing company without payment of compensation within twelve months from the date of the offer document) and if there are none, this fact shall be so stated. If such service contracts have been entered into or have been amended within six months of the date of the document, the particulars of the contracts or amendments shall be given. If there have been no new service contracts or amendments, this shall be so stated.

8. In the case of partial offers, the independent advice circular shall comment and contain advice on the significance of the percentage level of acceptances offered by the offeror as stated in the offer document.