Financial statements or other financial information relating to an entity other than the issuer of the securities being offered or listed may be required in certain circumstances in some countries. The specific disclosure requirements in certain countries are referenced below.
The European Union - The information in relation to the company on a consolidated basis required in Item IV.A.5 and 6; Item IV.B.1, 2 and 6; Item IV.D; Item V.A, Item V.B.3; Item V.C; Item V.D; Item VI.D. and Item VIII.A.7 of Part I must also be given separately for the company on an unconsolidated basis, if material. (Schedule A, paragraph 5.5 of the Listing Particulars Directive.)
Hong Kong - Financial information requirements in VIII of Part I also apply to any business or company being acquired.
Japan - Separate financial information is required when it is considered to be material for an investor's decision. Ministerial Ordinance regarding the Disclosure of the Company, Form 7. (For example, a convertible bond that converts to securities of another company.)
Ontario and Quebec - The separate financial statement disclosure requirements for business acquisitions are set forth in Ontario Securities Act Regulation, Sections 55, 56, and 65; National Policy Statement No. 44 - Section 3.10; National Policy Statement No. 47 - Appendix B, Item #13; O.S.C. Policy Statement No. 5.1, Item #23; and Staff Accounting Communiqué No. 9 - Pro Forma Financial Statements. The separate requirements for guarantor financial statements are set forth in Ontario Securities Act Regulation, Section 53 (4) and National Policy Statement No. 47 - Appendix B, Item #14: Issues of Guaranteed Securities. Reference also is made to Section II of Title II of Quebec's Regulation as well as to Quebec's Staff Accounting Communiqué no. 2 - Pro forma financial statements.
The United Kingdom - Separate financial information on an entity other than the company may be required in certain circumstances, particularly where the company has made or is intending to make a large acquisition. The specific requirements are set out in Chapter 12 of the Listing Rules.
The United States - Separate financial statements or, as applicable, summarized or condensed financial information, of an entity other than the company must be provided in certain circumstances, particularly in the case of an acquired business, an equity investee or a guarantor. The specific requirements are set forth in Items 3-05, 3-09 and 3-10 of the SEC's Regulation S-X. Rule 12-04 (Condensed Financial Information of Registrant) of Regulation S-X also requires a separate financial statement schedule. Rule 3-13 of Regulation S-X permits the SEC to require other financial statements where necessary or appropriate for an adequate presentation of the issuer's financial condition or where necessary for the protection of investors.
