Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p174
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 174/212)
Character Range: 454523–457312

an expert (other than a person associated with the company or with any other proposed party to the proposed agreement) signed within 7 days before the notice was prepared; and

  (b) in relation to:

         (i) the consideration that under the proposed agreement is to be provided for the buy-back; or

         (ii) each alternative consideration included in that consideration;

     as the case requires:

         (iii) states whether or not, in his or her opinion, the consideration was fair and reasonable as at the time when he or she signed the report; and

SCHEDULE 5—continued

         (iv) sets out the expert's reasons for forming that opinion; and

     (c) in relation to each report (if any) that was signed under paragraph 206kd (2) (a) and a copy of which is set out in the notice—states:

         (i) to what extent he or she has relied on the report in forming an opinion for the purposes of paragraph (b) of this subsection; and

      (ii) if he or she has not so relied at all—why not; and

  (d) complies with section 206kf.

"(2) If the company is a public company and the opinion of 2 or more experts has been sought about the consideration referred to in subparagraph (1) (b) (i) or an alternative consideration included in it, the notice must set out, in relation to each of those experts (other than the one who signed the report):

  (a) his or her name; and

     (b) particulars of the opinions (if any) he or she has expressed about the first-mentioned consideration or such an alternative consideration.

"(3) Nothing in this section limits the generality of anything else in it.

Matters affecting expert's objectivity

"206kf. For the purposes of subparagraph 206kd (2) (a) (iii) or paragraph 206ke (1) (d), a report signed by an expert complies with this section if, and only if, it sets out:

     (a) particulars of any relationship of the expert with a person (in this section called an interested person'), being:

       (i) the company; or

      (ii) any other proposed party to the proposed agreement; or

         (iii) a person associated with the company or with any other such proposed party;

     including, but not limited to, particulars of circumstances in which the expert furnishes advice to, or acts on behalf of, an interested person in the proper performance of the functions attaching to the expert's professional capacity or to the expert's business relationship with that interested person; and

     (b) particulars of any pecuniary or other interest of the expert that could reasonably be regarded as being capable of affecting the expert's ability to give an unbiased opinion on the matters to which the report relates; and

  (c) particulars of:

       (i) any fee; and

SCHEDULE 5—continued

      (ii) any pecuniary