3The statement shall contain as a schedule or have annexed to it—

3 The statement shall contain as a schedule or have annexed to it— (a) a report as to the affairs of the company in accordance with Form 30, drawn to represent the financial position of the company as at a day within one month of the date on which it is intended to apply to the Court for an order under sub-section 315 (1) of the Act; (b) a copy, certified by a director or by the principal executive officer or a secretary of the company to be a true copy, of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every document required by law to be annexed to the accounts; (c) where the company the subject of the Scheme is a trustee, a statement as to (i) how many trusts are administered by the trustee; (ii) whether the trustee carries on any business separate from that of the trust; (iii) how the scheme creditors may obtain a copy of the relevant trust deed, free of charge, prior to the date of the meeting; and (d) where the person, if any, who would be appointed to manage the Scheme proposes to charge for his services and for the services of his staff in accordance with a particular scale of charges, that scale of charges. PRESCRIBED INFORMATION RELATING TO PROPOSED COMPROMISE OR ARRANGEMENT WITH MEMBERS OR A CLASS OF MEMBERS 1. The statement shall set out (a) except in the case where the company the subject of the Scheme is in the course of being wound up or is under official management, in relation to each director of the company (i) if the director desires to make, and considers himself justified in making, a recommendation in relation to the Scheme—whether the director recommends the acceptance of the Scheme or recommends against acceptance and, in either case, his reasons for so recommending; (ii) if the director is not available to consider the Scheme that the director is not so available and the cause of his not being available; or (iii) in any other case—that the director does not desire to make, or does not consider himself justified in making, a recommendation and, if the director so requires, his reasons for not wishing to do so; or (b) where the company the subject of the Scheme is in the course of being wound up or is under official management, in relation to each liquidator or each official manager, as the case requires (i) if the liquidator or official manager, as the case may be, wishes to make a recommendation in relation to the Scheme—whether the liquidator or official manager, as the case may be, recommends the acceptance of the Scheme or recommends against acceptance and, in either case, his reasons for so recommending; or (ii) in any other case—that the liquidator or official manager, as the case may be, does not wish to make a recommendation and his reasons for not wishing to do so, 2. The statement shall set out (a) the number, description and the amount of marketable securities of the company the subject of the Scheme held by or on behalf of each director of the company or, in the case of a director by or on behalf of whom none are so held, a statement to that effect; (b) in respect of each director of the company the subject of the Scheme, by whom or on whose behalf, shares in that company are held, whether— (i) the director intends to vote in favour of, or against, the Scheme; or (ii) the director has not decided whether he will vote in favour of, or against, the Scheme; (c) where the other party to the proposed reconstruction or amalgamation is, or includes, a corporation or corporations, whether any marketable securities of that corporation or of any of those corporations are held by, or on behalf of, any director of the company the subject of the Scheme and, if so, the number, description and amount of those marketable securities; (d) where it is proposed that any payment or other benefit will— (i) be made or given to any director, secretary or executive officer of the company the subject of the Scheme as compensation for loss of, or as consideration for or in connection with his retirement from, office as a director, secretary or executive officer of the company the subject of the Scheme or of a corporation that is related to the company the subject of the Scheme; or (ii) be made or given to any director, secretary or executive officer of any corporation that is related to the company the subject of the Scheme as compensation for the loss of, or as consideration for or in connection with his retirement from, office as a director, secretary or executive officer of the company the subject of the Scheme or of a corporation that is related to that company, particulars of the proposed payment or benefit; (e) where there is any other agreement or arrangement made between any director of the company the subject of the Scheme and any other person in connection with or conditional upon the outcome of the Scheme particulars of any such agreement or arrangement; (f) if the object of the Scheme is for a corporation to acquire control of another corporation that is a company, whether any director of that company has any interest in any contract entered into by the corporation seeking control and particulars of the nature and the extent of each such interest, if any; (g) if the shares of the company the subject of the Scheme are not granted official quotation on a Stock Exchange, all the information that the company the subject of the Scheme has as to the number of any such shares that have been sold in the 6 months immediately preceding the date on which the statement is lodged with the Commission for registration and the amount of those shares and the prices at which they were sold; (h) whether, within the knowledge of the directors of the company the subject of the Scheme, or, where the company the subject of the Scheme is in liquidation or under official management, the knowledge of the liquidator or the official manager, the financial position of the company has materially changed since the date of the last balance sheet laid before the company in general meeting or dispatched to shareholders in accordance with section 274 of the Act and, if so, full particulars of any such change or changes; and (i) any other information material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any director, liquidator or official manager of a company the subject of the Scheme or of a related company and which has not previously been disclosed to the scheme members. 3. Where (a) the other party to the proposed reconstruction or amalgamation of the company the subject of the Scheme has a prescribed shareholding in the company the subject of the Scheme; or (b) a director of any corporation which is the other party to the proposed reconstruction or amalgamation is a director of a company the subject of the Scheme, the statement shall be accompanied by a copy of a report made by an expert (not being a person who is associated with the corporation which is the other party to the proposed reconstruction or amalgamation or with the company the subject of the Scheme) stating whether or not, in his opinion, the implementation of the proposed Scheme is in the best interest of the members of the company the subject of the Scheme and setting out his reasons for forming that opinion. 4. Where the company the subject of the Scheme obtains 2 or more reports, each of which could be used for the purposes of compliance with clause 3, the statement shall be accompanied by a copy of each report. 5. Where (a) the company the subject of the Scheme obtains a report for the purposes of compliance with clause 3; and (b) the report contains (i) a forecast in respect of the profits or profitability of the company the subject of the Scheme; or (ii) a statement to the effect that the market value of an asset or assets of the company the subject of the Scheme or of a corporation that is related to the company the subject of the Scheme differs from an amount at which the value of the asset or assets is shown in the books of the company or the related corporation, that report shall not accompany the statement except with the consent in writing of the Commission and in accordance with such conditions (if any) as are specified by the Commission. 6. For the purposes of clause 3 (a) a person has a prescribed shareholding in a company if he is entitled to not less than 30% of the voting shares in the company; and (b) a person has a prescribed shareholding in a company being a company the voting shares in which are divided into 2 or more classes of shares, if he is entitled to not less than 30% of the shares in one of those classes. 7. The statement shall set out, where the consideration to be offered to scheme members consists, in whole or in part, of marketable securities issued, or to be issued, by a corporation, the formula to be applied to ascertain the number of marketable securities to be issued to each scheme member, and the basis upon which that formula was developed. 8. Where marketable securities of the same class as those referred to in clause 7 are granted official quotation on a Stock Exchange, the statement shall state the fact, specify the Stock Exchange concerned, and set out — (a) the latest recorded sale price before the date on which the statement is lodged with the Commission for registration; (b) the highest and lowest recorded sale prices during the 3 months immediately preceding that date and the respective dates of the relevant sales; and (c) where the Scheme has been the subject of a public announcement in newspapers or by any other means before the statement has been registered by the Commission, the latest recorded sale price immediately before the public announcement. 9. (1) Where the marketable securities referred to in clause 8 are granted official quotation on more than one Stock Exchange, it is sufficient compliance with paragraphs 8 (a) and (c) if information with respect to the marketable securities is given in relation to the Stock Exchange at which there has been the greatest number of recorded dealings in the securities in the 3 months immediately preceding the date on which the statement is lodged with the Commission for registration. (2) Where the securities have not been granted official quotation on a stock exchange, the statement shall set out all the information that a director, liquidator or official manager of a company the subject of the Scheme or of a related company has as to the number of securities that have been sold in the 3 months immediately preceding the date on which the explanatory statement was prepared and the price of those securities or, if that information or any part of that information cannot be ascertained, a statement to that effect. 10. The statement shall set out particulars of the intentions of the directors of the company the subject of the Scheme regarding (a) the continuation of the business of the company or, where the undertaking, or any part of the undertaking, of a company is to be transferred, how that undertaking or part is to be conducted in the future; (b) any major changes to be made to the business of the company, including any redeployment of the fixed assets of the company; and (c) the future employment of the present employees of the company. PART IV PRESCRIBED INFORMATION RELATING TO PROPOSED COMPROMISE OR ARRANGEMENT WITH MEMBERS OR CLASS OF MEMBERS FOR TRANSFER TO A TRUSTEE 1. The statement shall set out— (a) in detail, the basis on which units in the unit trust are to be issued to scheme members; and (b) where the issue of units in the unit trust is based on the asset backing of shares held by scheme members, full valuation details of those assets. 2. A copy of the trust deed shall be annexed, or set out in a schedule, to the statement. 3. Where the effect of the proposed compromise or arrangement will be the merger of 2 companies without substantial common membership, the explanatory statement shall, so far as practicable, state the matters, and be accompanied by the documents and reports, referred to in Part III. NOTE 1. Notified in the Commonwealth of Australia Gazette on 16 June 1982. Printed by Authority by the Commonwealth Government Printer