Second Schedule — Statement in Lieu of Prospectus

Filed with the registrar, in place of a prospectus, by a public company that does not issue one before starting business or exercising its borrowing powers — required by section 19(1)(e). The Second Schedule has three parts: Section 1 (Form of statement): particulars of the company (name, CUIN, registered office, contact details), its authorised share capital by class, the business to be undertaken and its future prospects, the chief executive/directors/company secretary/chief accountant/auditor/legal advisor/managing agent (with remuneration and the relevant article/agreement clause for each), shares and debentures already issued or agreed to be issued for cash or otherwise, any commission agreed for arranging subscribers, material property/contract agreements since incorporation, net profit or loss for the last five years if a running business is being acquired, preliminary expenses, and the minimum subscription and its proposed use (property price, preliminary expenses, commission, loan repayment, working capital, other expenditure) — signed by the directors or their authorised agents. Section 2 (Reports to be set out): an auditors' report on the profits/losses and assets/liabilities of a business being acquired (or of a body corporate whose shares are being acquired, including its subsidiaries if any), each covering the five financial years before the statement is delivered. Section 3 (Provisions applying to Sections 1 and 2): defines who counts as a "vendor" for these purposes, allows the five-year reporting period to be shortened for a company/body corporate less than five years old, and requires the auditors making the section 2 report to be qualified under the Act.