Chapter 5

Due Diligence Guidelines –

Disclosure to the Market

3. Disclosure: Expert Sections

3.1 Standard

At the time of issue of a listing document, a sponsor as a non-expert, after performing the due diligence set out in paragraph 17.7 of the Code of Conduct (due diligence on expert reports), should have no reasonable grounds to believe and should not believe that the information in the expert reports is untrue, misleading or contains any material omissions. [Paragraph 17.5(c) of the Code of Conduct]

3.2 Guidance

3.2.1 A listing document includes an accountants’ report and in some cases reports by other experts, for example valuers and industry experts (such as a mining consultant). These are generally known as expert reports and collectively as the expert sections.

3.2.2 At the time of issue of a listing document, a sponsor should have completed the due diligence procedures as set out in Paragraph 17.7 of the Code of Conduct (due diligence on expert reports) and should have no reasonable grounds to believe and should not believe that the information in the expert reports is untrue, misleading or contains any material omissions.

3.2.3 The performance of each of the procedures set forth in Paragraph 17.7 of the Code of Conduct (due diligence on expert reports) should be to the standard expected of a sponsor which is not itself expert in the matters dealt with in the relevant expert report.6

3.2.4 After performing the due diligence set out in Paragraph 17.7 of the Code of Conduct (due diligence on expert reports), a sponsor will be entitled to rely on expert reports unless it believes or has reasonable grounds to believe that the information in the expert reports is untrue, misleading or contains any material omissions.

Endnotes

6. Paragraph 17.7(e) of the Code of Conduct.