• THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE

    • PARAGRAPH 1 PARAGRAPH 1 THE APPROACH

      (a) A Bidder (or its advisers) must notify a firm intention to make an offer in the first instance to the board of the Target (or its advisers).
      (b) If the offer, or an approach with regard to a possible offer, is not made by the Bidder or potential Bidder, the identity of that person must be disclosed to the board of the Target at the outset.

      • Guidance Notes to Paragraph 1

        On receiving a request from the board of the Target, a Bidder provide information reasonably required to verify that the Bidder is, or will be, in a position to implement the offer in full.

    • PARAGRAPH 2 PARAGRAPH 2 SECRECY BEFORE ANNOUNCEMENTS; THE TIMING AND CONTENTS OF ANNOUNCEMENTS

      • 2.1 SECRECY

        (a) Prior to the announcement of an offer or possible offer, all persons privy to confidential information, and particularly price sensitive information, concerning the offer or possible offer must treat that information as secret and may only pass it to another person if it is necessary to do so and if that person is made aware of the need for secrecy. All such persons must conduct themselves so as to minimise the chances of any leak of information.
        (b) Financial advisers must at the very beginning of discussions warn clients of the importance of secrecy and security. Attention should be drawn to the Takeover Rules , in particular to this Paragraph 2.1 and to restrictions on dealings.

      • 2.2 2.2 WHEN AN ANNOUNCEMENT IS REQUIRED

        An announcement is required:

        (a) when a firm intention to make an offer is notified to the board of the Target by or on behalf of a Bidder, irrespective of the attitude of the board to the offer;
        (b) immediately upon an acquisition of any interest in shares which gives rise to an obligation to make an offer under Paragraph 9.1. The announcement that an obligation has been incurred should not be delayed while full information is being obtained; additional information can be the subject of a later supplementary announcement;
        (c) when, following an approach by or on behalf of a potential Bidder to the board of the Target, the Target is the subject of rumour and speculation or there is an untoward movement in its share price;
        (d) when, after a potential Bidder first actively considers an offer but before an approach has been made to the board of the Target, the Target is the subject of rumour and speculation or there is an untoward movement in its share price and there are reasonable grounds for concluding that it is the potential Bidder's actions (whether through inadequate security or otherwise) which have led to the situation;
        (e) when negotiations or discussions relating to a possible offer are about to be extended to include more than a very restricted number of people (outside those who need to know in the parties concerned and their immediate advisers); or
        (f) when a purchaser is being sought for an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights of a company or when the board of a company is seeking one or more potential Bidders, and:
        (i) the company is the subject of rumour and speculation or there is an untoward movement in its share price; or
        (ii) the number of potential purchasers or Bidders approached is about to be increased to include more than a very restricted number of people.

        • Guidance Notes to Paragraph 2.2

          Whether or not a movement in the share price of a potential Target is untoward for the purposes of Paragraph 2.2(c), (d) and (f)(i) is a matter for the Panel to determine. The question will be considered in the light of all relevant facts and not solely by reference to the absolute percentage movement in the price. Facts which may be considered to be relevant in determining whether a price movement is untoward these purposes include general market and sector movements, publicly available information relating to the company, trading activity in the company's securities and the time period over which the price movement has occurred. This list is purely illustrative and the Panel will take account of such other factors as it considers appropriate.

      • 2.3 RESPONSIBILITIES OF BIDDERS AND THE TARGET

        (a) Before a potential Bidder approaches the board of the Target, the potential Bidder is responsible for making any announcement required under Paragraph 2.2.
        (b) When an obligation to make a mandatory offer under Paragraph 9.1 is incurred, the Bidder is responsible for making the announcement required under Paragraph 2.2(b). See also Paragraph 7.1.
        (c) Following an approach to the board of the Target, the Target is responsible for making any announcement required under Paragraph 2.2, except for an announcement required under Paragraph 2.2(b) or, where a purchaser is being sought for an interest in shares carrying 30% or more of the voting rights of a company without the involvement of the board of the Target, Paragraph 2.2(f) (in which case responsibility will rest with the potential seller of the interest).
        (d) A potential Bidder must not attempt to prevent the board of a Target from making an announcement relating to a possible offer, or publicly identifying the potential Bidder, at any time the board considers appropriate.

      • 2.4 THE ANNOUNCEMENT OF A POSSIBLE OFFER

        (a) An announcement by the Target which commences an offer period must identify any potential Bidder with which the Target is in talks or from which an approach has been received (and not unequivocally rejected).
        (b) Any subsequent announcement by the Target which refers to the existence of a new potential Bidder must identify that potential Bidder, except where the announcement is made after a Bidder has announced a firm intention to make an offer for the Target (see Paragraph 2.6(e)).
        (c) Any announcement which commences an offer period and any subsequent announcement which first identifies a potential Bidder must:
        (i) specify the date on which any deadline thereby set in accordance with Paragraph 2.6(a) will expire; and
        (ii) include a summary of the provisions of Paragraph 8.

      • 2.5 TERMS AND PRE CONDITIONS IN POSSIBLE OFFER ANNOUNCEMENTS

        (a) The Panel must be consulted in advance if, prior to the announcement of a firm intention to make an offer, any person proposes to make a statement in relation to the terms on which an offer might be made for the Target. If a potential Bidder (or its directors, officials or advisers) makes such a statement and it is not withdrawn immediately if incorrect, the potential Bidder will be bound by the statement if an offer for the Target is subsequently made, except where it specifically reserved the right not to be so bound in certain circumstances at the time the statement was made and those circumstances subsequently arise or in wholly exceptional circumstances. In particular:
        (i) where the statement concerned relates to the price of a possible offer (or a particular exchange ratio in the case of a possible securities exchange offer), any offer made by the potential Bidder for the Target will be required to be made on the same or better terms. Where all or part of the consideration is expressed in terms of a monetary value, the offer or that element of the offer must be made at the same or a higher monetary value. Where all or part of the consideration has been expressed in terms of a securities exchange ratio, the offer or that element of the offer must be made on the same (or an improved) securities exchange ratio; and
        (ii) where the statement concerned includes reference to the fact that the terms of the possible offer "will not be increased" or are "final" or uses a similar expression, the potential Bidder will not be allowed subsequently to make an offer on better terms.
        (b) The consequences of a statement to which Paragraph 2.5(a) applies will normally apply also to any person acting in concert with the potential Bidder and to any person who is subsequently acting in concert with the potential Bidder or such person.
        (c) The Panel must be consulted in advance if, prior to announcing a firm intention to make an offer, a potential Bidder proposes to announce any pre conditions to the making of an offer. Any such pre conditional possible offer announcement must:
        (i) clearly state whether or not the pre conditions must be satisfied before an offer can be made or whether they are waivable; and
        (ii) include a prominent warning to the effect that the announcement does not amount to a firm intention to make an offer and that, accordingly, there can be no certainty that any offer will be made even if the pre conditions are satisfied or waived.

      • 2.6 TIMING FOLLOWING A POSSIBLE OFFER ANNOUNCEMENT

        (a) Subject to Paragraph 2.6(b), by not later than 5.00 pm on the 28th day following the date of the announcement in which it is first identified, or by not later than any extended deadline, a potential Bidder must either:
        (i) announce a firm intention to make an offer in accordance with Paragraph 2.7; or
        (ii) announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Paragraph 2.8 applies,
        unless the Panel has consented to an extension of the deadline.
        (b) Paragraph 2.6(a) will not apply, or will cease to apply, to a potential Bidder if another Bidder has already announced, or subsequently announces (prior to the relevant deadline), a firm intention to make an offer for the Target. In such circumstances, the potential Bidder will be required to clarify its intentions in accordance with Paragraph 2.6(d) below.
        (c) The Panel will normally consent to an extension of a deadline set in accordance with Paragraph 2.6(a), or any previously extended deadline, at the request of the board of the Target and after taking into account all relevant factors, including:
        (i) the status of negotiations between the Target and the potential Bidder; and
        (ii) the anticipated timetable for their completion.
        Where the Panel consents to an extension of a deadline, the Target must promptly make an announcement setting out the new deadline and commenting on the matters referred to in paragraphs (i) and (ii) above.
        (d) When a Bidder has announced a firm intention to make an offer and it has been announced that a publicly identified potential Bidder might make a competing offer (whether that announcement was made prior to or following the announcement of the first offer), the potential Bidder must, by 5.00 pm on the 53rd day following the publication of the first Bidder's initial offer document, either:
        (i) announce a firm intention to make an offer in accordance with Paragraph 2.7; or
        (ii) announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Paragraph 2.8 applies.
        (See Paragraph 38.4) where the first Bidder is proceeding by means of a scheme of arrangement.)
        (e) When a Bidder has announced a firm intention to make an offer and the Target subsequently refers to the existence of a potential competing Bidder which has not been identified, the potential competing Bidder so referred to must, by 5.00 pm on the 53rd day following the publication of the first Bidder's initial offer document, either:
        (i) announce a firm intention to make an offer in accordance with Paragraph 2.7; or
        (ii) confirm to the Target that it does not intend to make an offer, in which case the Target must promptly announce that fact and the potential competing Bidder will be treated as if it had then made a statement to which Paragraph 2.8 applies.
        (See Paragraph 38.4 where the first Bidder is proceeding by means of a scheme of arrangement.)

      • 2.7 THE ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER

        (a) A Bidder should announce a firm intention to make an offer only after the most careful and responsible consideration and when the Bidder has every reason to believe that it can and will continue to be able to implement the offer. Responsibility in this connection also rests on the financial adviser to the Bidder.
        (b) Following an announcement of a firm intention to make an offer, the Bidder must proceed to make the offer unless, in accordance with the provisions of Paragraph 13, it is permitted to invoke a pre condition to the making of the offer or would be permitted to invoke a condition to the offer if the offer were made. However, with the consent of the Panel, a Bidder need not make the offer if a competing Bidder subsequently announces a firm intention to make a higher offer.
        (c) When a firm intention to make an offer is announced, the announcement must state:
        (i) the terms of the offer;
        (ii) the identity of the Bidder;
        (iii) all conditions or pre conditions to which the offer or the making of an offer is subject;
        (iv) details of any agreements or arrangements to which the Bidder is party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre condition or a condition to its offer and the consequences of its doing so, including details of any break fees payable as a result;
        (v) details of any relevant securities of the Target in which the Bidder or any person acting in concert with it has an interest or in respect of which it has a right to subscribe, in each case specifying the nature of the interests or rights concerned. Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery, must also be stated;
        (vi) details of any irrevocable commitment or letter of intent procured by the Bidder or any person acting in concert with it);
        (vii) details of any relevant securities of the Target which the Bidder or any person acting in concert with it has borrowed or lent, save for any borrowed relevant securities which have been either on lent or sold and details of any financial collateral arrangements which the Bidder or any person acting in concert with it has entered into;
        (viii) details of any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert to which the Bidder or any person acting in concert with it is a party;
        (ix) a summary of the provisions of Paragraph 8 (see the ADGM website);
        (x) a summary of any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 21.2; and
        (xi) a list of the documents published on a website in accordance with Paragraph 26.2 and the address of the website on which the documents are published.
        (d) Where the offer is for cash, or includes an element of cash, the announcement must include confirmation by the financial adviser or by another appropriate third party that resources are available to the Bidder sufficient to satisfy full acceptance of the offer. (The party confirming that resources are available will not be expected to produce the cash itself if, in giving the confirmation, it acted responsibly and took all reasonable steps to assure itself that the cash was available.)

      • 2.8 STATEMENTS OF INTENTION NOT TO MAKE AN OFFER

        A person making a statement that he does not intend to make an offer for a company should make the statement as clear and unambiguous as possible. Except with the consent of the Panel, neither the person making the statement, nor any person who acted in concert with that person, nor any person who is subsequently acting in concert with either of them, may within six months from the date of the statement:

        (a) announce an offer or possible offer for the Target (including a partial offer which would result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of the Target);
        (b) acquire any interest in shares of the Target if any such person would thereby become obliged under Paragraph 9 to make an offer;
        (c) acquire any interest in, or procure an irrevocable commitment in respect of, shares of the Target if the shares in which such person, together with any persons acting in concert with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the Target;
        (d) make any statement which raises or confirms the possibility that an offer might be made for the Target; or
        (e) take any steps in connection with a possible offer for the Target where knowledge of the possible offer might be extended outside those who need to know in the potential Bidder and its immediate advisers.

        Failure to comply with this Paragraph may lead to the period of six months referred to above being extended.

      • 2.9 ANNOUNCEMENT OF AN OFFER OR POSSIBLE OFFER TO BE PUBLISHED VIA THE ADGM WEBSITE

        (a) When an offer or possible offer is announced, the announcement must be published in typed format and sent to the Panel for publication on the ADGM website by fax or electronic delivery.
        (b) If the announcement is published outside the Panel's normal business hours, it must be submitted as required, for release as soon as possible.
        (c) The requirements under (a) and (b) above are in addition to any other announcement obligation to which the Bidder may be subject.

      • 2.10 ANNOUNCEMENT OF NUMBERS OF RELEVANT SECURITIES IN ISSUE

        When an offer period begins, the Target must announce, as soon as possible and in any case by 7.15 am on the next business day, details of all classes of relevant securities issued by the company, together with the numbers of such securities in issue. A Bidder or publicly identified potential Bidder must also announce the same details relating to its relevant securities as soon as possible and in any case by 7.15 am on the business day following any announcement identifying it as a Bidder or potential Bidder, unless it has stated that its offer is likely to be solely in cash.

        Any such announcement should include, where relevant, the International Securities Identification Number ("ISIN") for each relevant security.

        If the information included in an announcement made under this Paragraph changes during the offer period, a revised announcement must be made as soon as possible.

      • 2.11 IRREVOCABLE COMMITMENTS AND LETTERS OF INTENT

        (a) During an offer period, if any party to the offer or any person acting in concert with it procures an irrevocable commitment or a letter of intent, the relevant party to the offer must publicly disclose the details in accordance with Guidance Notes issued under this Paragraph 2.11 by no later than 12 noon on the following business day.
        (b) If any party to an offer or any person acting in concert with it has procured an irrevocable commitment or a letter of intent prior to the commencement of the offer period, it must publicly disclose the details in accordance with Guidance Notes issued under this Paragraph 2.11 by no later than 12 noon on the business day following either the commencement of the offer period or (in the case of a Bidder) the date of the announcement that first identifies the Bidder as such (as appropriate).
        (c) If a person who has given an irrevocable commitment or a letter of intent either becomes aware that he will not be able to comply with the terms of that commitment or letter or no longer intends to do so, that person must:
        (i) promptly announce an update of the position together with all relevant details; or
        (ii) promptly notify the relevant party to the offer and the Panel of the up to date position. Upon receipt of such a notification, the relevant party to the offer must promptly make an appropriate announcement of the information notified to it together with all relevant details.
        (d) See also Guidance Note 9 on the definition of acting in concert.

    • PARAGRAPH 3 PARAGRAPH 3 INDEPENDENT ADVICE

      • 3.1 BOARD OF THE TARGET

        The board of the Target must obtain competent independent advice as to whether the financial terms of any offer (including any alternative offers) are fair and reasonable and the substance of such advice must be made known to its shareholders.

      • 3.2 BOARD OF AN BIDDER COMPANY

        The board of a Bidder must obtain competent independent advice on any offer when the offer being made is a reverse takeover or when the directors are faced with a conflict of interest. The substance of such advice must be made known to its shareholders.

      • Guidance Notes to Paragraph 3

        If the independent adviser is unable to advise the board of the Target whether the financial terms of an offer (or any alternative offers) are, or are not, fair and reasonable, this must be made known to Target shareholders and an explanation given in the Target board circular. The Panel should be consulted in advance about the explanation which is to be given.

        Directors of a Bidder and the Target must, in advising their shareholders, act only in their capacity as Directors and not have regard to their personal or family shareholdings or to their personal relationships with the Bidder or Target. Directors of the Target must give careful consideration before they enter into any commitment with a Bidder (or anyone else) which would restrict their freedom to advise their shareholders in the future.

        In certain circumstances it may not be appropriate for a Person who has had a recent advisory relationship with a Bidder to give advice to a Target. Additionally, the Panel would consider a Person who has a significant interest in or financial connection with either a Bidder or the Target of such a kind as to create a conflict of interest. The requirement for competent independent advice is of particular importance where the offer is a management buyout or similar transaction or is being made by the existing controlling shareholder or group of shareholders. In any such cases, the independence of the adviser must be beyond question.

        The Panel should be consulted if there is any potential of a contravention of Paragraph 3. The Panel may waive or modify the application of Paragraph 3 if it is satisfied that it is appropriate to do so in the circumstances.

        Where required to do so, a Bidder should obtain independent advice before announcing its offer or any revised offer. Such advice should be as to whether or not the making of the offer is in the interests of the Bidder's shareholders. Shareholders should have sufficient time to consider advice given to them prior to any general meeting held to implement the proposed offer.

        In obtaining advice as to how an offer affects all shareholders, consideration should specifically be given by the Target board to the effect on minority shareholders or classes of shareholders, where applicable. It is expected that the substance of any such advice will be summarised in the Target circular.

    • PARAGRAPH 4 PARAGRAPH 4 RESTRICTIONS ON DEALINGS

      NB Notwithstanding the provisions of Paragraph 4, a person may be precluded from dealing or procuring others to deal by virtue of restrictions contained in the Financial Services and Markets Regulations 2015 regarding market abuse. Where the Panel becomes aware of instances to which such restrictions may be relevant, it will inform the financial services regulator of Abu Dhabi Global Market.

      4.1 PROHIBITED DEALINGS BY PERSONS OTHER THAN THE BIDDER

      (a) No dealings of any kind in securities of the Target by any person, not being the Bidder, who is privy to confidential price sensitive information concerning an offer or contemplated offer may take place between the time when there is reason to suppose that an approach or an offer is contemplated and the announcement of the approach or offer or of the termination of the discussions.

      (b) No person who is privy to such information may make any recommendation to any other person as to dealing in the relevant securities.

      (c) No such dealings may take place in securities of the Bidder except where the proposed offer is not price sensitive in relation to such securities.

      4.2 RESTRICTION ON DEALINGS BY THE BIDDER AND CONCERT PARTIES

      (a) During an offer period, the Bidder and persons acting in concert with it must not sell any securities in the Target except with the prior consent of the Panel and following 24 hours public notice that such sales might be made. The Panel will not give consent for sales where a mandatory offer under Paragraph 9 is being made. Sales below the value of the offer will not be permitted. After there has been an announcement that sales may be made, neither the Bidder nor persons acting in concert with it may acquire an interest in any securities of the Target and only in exceptional circumstances will the Panel permit the offer to be revised. The Panel should be consulted whenever the Bidder or a person acting in concert with it proposes to enter into or close out any type of transaction which may result in securities in the Target being sold during the offer period either by that party or by the counterparty to the transaction.

      (b) During an offer period, the Bidder and persons acting in concert with it must not acquire an interest in any securities of the Target through any anonymous order book system, or through any other means, unless, in either case, it can be established that the seller, or other party to the transaction in question, is not an exempt principal trader connected with the Bidder.

      In the case of dealings through an inter dealer broker or other similar intermediary, “seller” includes the person who has transferred the securities to the intermediary as well as the intermediary itself. (See also Paragraph 38.2)

      4.3 GATHERING OF IRREVOCABLE COMMITMENTS

      Any person proposing to contact a private individual or small corporate shareholder with a view to seeking an irrevocable commitment must consult the Panel in advance.

      4.4 DEALINGS IN TARGET SECURITIES BY CERTAIN TARGET CONCERT PARTIES

      During the offer period, except for exempt principal traders and exempt fund managers, no financial adviser or corporate broker (or any person controlling, controlled by or under the same control# as any such adviser or corporate broker) to a Target (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) shall, except with the consent of the Panel:

      (i) either for its own account or on behalf of discretionary clients acquire any interest in Target shares; or

      (ii) make any loan to a person to assist him in acquiring any such interest save for lending in the ordinary course of business and on normal commercial terms to persons with which they have an established customer relationship; or

      (iii) enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, of whatever nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the Target.

      4.5 RESTRICTION ON THE TARGET ACCEPTING AN OFFER IN RESPECT OF TREASURY SHARES1

      A Target may not accept an offer in respect of treasury shares until after the offer is unconditional as to acceptances.

      4.6 SECURITIES BORROWING AND LENDING TRANSACTIONS BY BIDDERS, THE TARGET AND THEIR CONCERT PARTIES

      (a) During an offer period, the following persons must not, except with the consent of the Panel, enter into or take action to unwind a securities borrowing or lending transaction in respect of relevant securities of the Target:

      (i) a Bidder;

      (ii) the Target; and

      (iii) any person acting in concert with a Bidder or with the Target.

      During an offer period, where a person subject to Paragraph 4.6(a) enters into or takes action to unwind a securities borrowing or lending transaction in respect of relevant securities of a securities exchange Bidder or, with the consent of the Panel, the Target, the transaction must be disclosed as if it were a dealing in those relevant securities (see Paragraph 8.8).

      • 4.1 PROHIBITED DEALINGS BY PERSONS OTHER THAN THE BIDDER

        (a) No dealings of any kind in securities of the Target by any person, not being the Bidder, who is privy to confidential price sensitive information concerning an offer or contemplated offer may take place between the time when there is reason to suppose that an approach or an offer is contemplated and the announcement of the approach or offer or of the termination of the discussions.
        (b) No person who is privy to such information may make any recommendation to any other person as to dealing in the relevant securities.
        (c) No such dealings may take place in securities of the Bidder except where the proposed offer is not price sensitive in relation to such securities.

      • 4.2 RESTRICTION ON DEALINGS BY THE BIDDER AND CONCERT PARTIES

        (a) During an offer period, the Bidder and persons acting in concert with it must not sell any securities in the Target except with the prior consent of the Panel and following 24 hours public notice that such sales might be made. The Panel will not give consent for sales where a mandatory offer under Paragraph 9 is being made. Sales below the value of the offer will not be permitted. After there has been an announcement that sales may be made, neither the Bidder nor persons acting in concert with it may acquire an interest in any securities of the Target and only in exceptional circumstances will the Panel permit the offer to be revised. The Panel should be consulted whenever the Bidder or a person acting in concert with it proposes to enter into or close out any type of transaction which may result in securities in the Target being sold during the offer period either by that party or by the counterparty to the transaction.
        (b) During an offer period, the Bidder and persons acting in concert with it must not acquire an interest in any securities of the Target through any anonymous order book system, or through any other means, unless, in either case, it can be established that the seller, or other party to the transaction in question, is not an exempt principal trader connected with the Bidder.

        In the case of dealings through an inter dealer broker or other similar intermediary, "seller" includes the person who has transferred the securities to the intermediary as well as the intermediary itself. (See also Paragraph 38.2)

      • 4.3 GATHERING OF IRREVOCABLE COMMITMENTS

        Any person proposing to contact a private individual or small corporate shareholder with a view to seeking an irrevocable commitment must consult the Panel in advance.

      • 4.4 DEALINGS IN TARGET SECURITIES BY CERTAIN TARGET CONCERT PARTIES

        During the offer period, except for exempt principal traders and exempt fund managers, no financial adviser or corporate broker (or any person controlling, controlled by or under the same control# as any such adviser or corporate broker) to a Target (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) shall, except with the consent of the Panel:

        (i) either for its own account or on behalf of discretionary clients acquire any interest in Target shares; or
        (ii) make any loan to a person to assist him in acquiring any such interest save for lending in the ordinary course of business and on normal commercial terms to persons with which they have an established customer relationship; or
        (iii) enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, of whatever nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the Target.

      • 4.5 RESTRICTION ON THE TARGET ACCEPTING AN OFFER IN RESPECT OF TREASURY SHARES1

        A Target may not accept an offer in respect of treasury shares until after the offer is unconditional as to acceptances.


        1 This Paragraph is disapplied in a scheme.

      • 4.6 SECURITIES BORROWING AND LENDING TRANSACTIONS BY BIDDERS, THE TARGET AND THEIR CONCERT PARTIES

        (a) During an offer period, the following persons must not, except with the consent of the Panel, enter into or take action to unwind a securities borrowing or lending transaction in respect of relevant securities of the Target:
        (i) a Bidder;
        (ii) the Target; and
        (iii) any person acting in concert with a Bidder or with the Target.
        During an offer period, where a person subject to Paragraph 4.6(a) enters into or takes action to unwind a securities borrowing or lending transaction in respect of relevant securities of a securities exchange Bidder or, with the consent of the Panel, the Target, the transaction must be disclosed as if it were a dealing in those relevant securities (see Paragraph 8.8).

    • PARAGRAPH 5 PARAGRAPH 5 TIMING RESTRICTIONS ON ACQUISITIONS

      • 5.1 RESTRICTIONS

        Except as permitted by Paragraph 5.2:

        (a) when a person (which for the purpose of Paragraph 5 includes any persons acting in concert with him) is interested in shares which in the aggregate carry less than 30% of the voting rights of a company, he may not acquire an interest in any other shares carrying voting rights in that company which, when aggregated with the shares in which he is already interested, would carry 30% or more of the voting rights; and
        (b) when a person is interested in shares which in the aggregate carry 30% or more of the voting rights of a company but does not hold shares which carry more than 50% of the voting rights, he may not acquire an interest in any other shares carrying voting rights in that company.

      • 5.2 EXCEPTIONS TO RESTRICTIONS

        The restrictions in Paragraph 5.1 do not apply to an acquisition of an interest in shares carrying voting rights in a company by a person:

        (a) at any time from a single shareholder if it is the only such acquisition within any period of 7 days (see also Paragraphs 5.3 and 5.4). This exception will not apply when the person has announced a firm intention to make an offer and there is no pre condition to which the making of an offer is subject; or
        (b) immediately before the person announces a firm intention to make an offer (whether or not there is any pre condition to which the making of an offer is subject), provided that the offer will be publicly recommended by, or the acquisition is made with the agreement of, the board of the Target and the acquisition is conditional upon the announcement of the offer; or
        (c) after the person has announced a firm intention to make an offer provided that, at the time of the acquisition, there is no pre condition to which the making of an offer is subject and:
        (i) the acquisition is made with the agreement of the board of the Target; or
        (ii) that offer or any competing offer has been publicly recommended by the board of the Target, even if such recommendation is subsequently withdrawn; or
        (iii) the first closing date of that offer or of any competing offer has passed; or
        (iv) that offer is unconditional in all respects; or
        (d) if the acquisition is by way of acceptance of the offer; or
        (e) if the acquisition is otherwise permitted by Guidance Notes issued under Paragraph 9.

      • 5.3 ACQUISITIONS FROM A SINGLE SHAREHOLDER — CONSEQUENCES

        A person who acquires an interest in shares from a single shareholder permitted by Paragraph 5.2(a) may not acquire an interest in any other shares carrying voting rights in a company, except in the circumstances set out in Paragraph 5.2(b), (c), (d) and (e). If that person makes an offer for the company which subsequently lapses, this restriction will cease to apply.

      • 5.4 ACQUISITIONS FROM A SINGLE SHAREHOLDER — DISCLOSURE

        A person who acquires an interest in shares carrying voting rights in a company from a single shareholder permitted by Paragraph 5.2(a) must notify the company, the Panel (who will publish the notification on the ADGM website), not later than 12 noon on the business day following the date of the acquisition, of details of:

        (a) that acquisition; and
        (b) any shares of the company in which he has an interest or in respect of which he has a right to subscribe, in each case specifying the nature of the interests or rights concerned (see Paragraph 8.8). Similar details of any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be disclosed.

    • PARAGRAPH 6 PARAGRAPH 6 ACQUISITIONS RESULTING IN AN OBLIGATION TO OFFER A MINIMUM LEVEL OF CONSIDERATION

      • 6.1 ACQUISITIONS BEFORE A FIRM OFFER ANNOUNCEMENT

        Except with the consent of the Panel in cases falling under (a) or (b), when a Bidder or any person acting in concert with it has acquired an interest in shares in the Target:

        (a) within the three month period prior to the commencement of the offer period; or
        (b) during the period, if any, between the commencement of the offer period and an announcement made by the Bidder in accordance with Paragraph 2.7; or
        (c) prior to the three month period referred to in (a), if in the view of the Panel there are circumstances which render such a course necessary in order to give effect to General Principle 1,

        the offer to the holders of shares of the same class shall not be on less favourable terms.

        If an acquisition of an interest in shares in the Target has given rise to an obligation under Paragraph 11, compliance with that Paragraph will normally be regarded as satisfying any obligation under this Paragraph in respect of that acquisition.

        In the case of paragraph (b), an immediate announcement may be required in accordance with the Guidance Notes issued under Paragraph 7.1.

      • 6.2 ACQUISITIONS AFTER A FIRM OFFER ANNOUNCEMENT

        (a) If, after an announcement made in accordance with Paragraph 2.7 and before the offer closes for acceptance, a Bidder or any person acting in concert with it acquires any interest in shares at above the offer price (being the then current value of the offer), it shall increase its offer to not less than the highest price paid for the interest in shares so acquired.
        (b) Immediately after the acquisition, the Bidder must announce that a revised offer will be made in accordance with this Paragraph (see also Paragraph 32). Whenever practicable, the announcement should also state the nature of the interest, the number of shares concerned and the price paid.
        (c) Acquisitions of interests in shares in the Target may also give rise to an obligation under Paragraph 11. Where an obligation is incurred under Paragraph 11 by reason of any such acquisition, compliance with that Paragraph will normally be regarded as satisfying any obligation under this Paragraph in respect of that acquisition.

    • PARAGRAPH 7 PARAGRAPH 7 CONSEQUENCES OF CERTAIN DEALINGS

      • 7.1 IMMEDIATE ANNOUNCEMENT REQUIRED IF THE OFFER HAS TO BE AMENDED

        The acquisition of an interest in Target shares by a Bidder or any person acting in concert with it may give rise to an obligation under Paragraph 6 (minimum level of consideration), Paragraph 9 (mandatory offer) or Paragraph 11 (nature of consideration to be offered). Immediately after such an acquisition, an appropriate announcement must be made by the Bidder. Whenever practicable, the announcement should also state the nature of the interest, the number of shares concerned and the price paid.

      • 7.2 DEALINGS BY CONNECTED DISCRETIONARY FUND MANAGERS AND PRINCIPAL TRADERS

        (a) Discretionary fund managers and principal traders who, in either case, are connected with a Bidder or potential Bidder, will not normally be presumed to be acting in concert with that person until its identity as a Bidder or potential Bidder is publicly announced or, if prior to that, the time at which the connected party had actual knowledge of the possibility of an offer being made by a person with whom it is connected. Paragraphs 5, 6, 9, 11 and 36 will then be relevant to acquisitions of interests in Target securities and Paragraph 4.2 to sales of Target securities by such persons. Paragraph 4.6 will be relevant to securities borrowing and lending transactions.
        (b) Similarly, discretionary fund managers and principal traders who, in either case, are connected with the Target, will not normally be presumed to be acting in concert with the Target until the commencement of the offer period or, if prior to that, the time at which the connected party had actual knowledge of the possibility of an offer being made for the Target and that it was connected with the Target. Paragraphs 4.4, 5 and 9 may then be relevant to acquisitions of interests in Target securities. Paragraph 4.6 will be relevant to securities borrowing and lending transactions.

        (See also the definition of connected fund managers and principal traders.)
        (c) An exempt fund manager or exempt principal trader which is connected for the sole reason that it is controlled by, controls or is under the same control as a connected adviser will not be presumed to be in concert even after the commencement of the offer period or the identity of the Bidder being publicly announced (as the case may be). (See Note 2 on the definitions of exempt fund manager and exempt principal trader.)

      • 7.3 PARTIAL OFFERS AND "WHITEWASHES"

        The acquisition of an interest in Target shares by a Bidder or any person acting in concert with it may result in the Panel refusing to exercise its discretion to permit a partial offer or to grant a dispensation under the Guidance Notes to Paragraph 9.1.

    • PARAGRAPH 8 PARAGRAPH 8 DISCLOSURE OF DEALINGS AND POSITIONS

      • 8.1 DISCLOSURE BY AN BIDDER

        (a) A Bidder must make a public Opening Position Disclosure:
        (i) after the announcement that first identifies it as a Bidder; and
        (ii) after the announcement that first identifies a competing securities exchange Bidder.
        (b) A Bidder must also make a public Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for its own account or for the account of discretionary investment clients.

      • 8.2 DISCLOSURE BY THE TARGET

        (a) A Target must make a public Opening Position Disclosure:
        (i) after the commencement of the offer period; and
        (ii) if later, after the announcement that first identifies any securities exchange Bidder.
        (b) A Target must also make a public Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for its own account or for the account of discretionary investment clients.

      • 8.3 DISCLOSURE BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

        (a) Any person who at the relevant time is interested (directly or indirectly) in 1% or more of any class of relevant securities of the Target or any securities exchange Bidder must make a public Opening Position Disclosure:
        (i) after the commencement of an offer period; and
        (ii) if later, after the announcement that first identifies any securities exchange Bidder.
        (b) Any person who is (or as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of the Target or any securities exchange Bidder must make a public Dealing Disclosure if he deals in any relevant securities of the Target or any securities exchange Bidder during an offer period.
        (c) Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally be deemed to be a single person for the purpose of this Paragraph 8.3.
        (d) If a person manages investment accounts on a discretionary basis, he, and not the person on whose behalf the relevant securities (or interests in relevant securities) are managed, will be treated for the purpose of this Paragraph as interested in the relevant securities concerned. Except with the consent of the Panel, where more than one discretionary investment management operation is conducted in the same group, the interests in relevant securities of all such operations will be treated for the purpose of this Paragraph as those of a single person and must be aggregated.
        (e) Paragraphs 8.3(a) to (d) do not apply to recognised intermediaries acting in a client serving capacity.
        (f) A person making a disclosure in accordance with Paragraphs 8.1, 8.2, 8.4 or 8.5 need not also disclose the same information pursuant to Paragraph 8.3.

      • 8.4 DISCLOSURE BY CONCERT PARTIES

        A person acting in concert with any party to an offer must make a public Dealing Disclosure if he deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for his own account or for the account of discretionary investment clients.

      • 8.5 DISCLOSURE BY EXEMPT PRINCIPAL TRADERS

        (a) An exempt principal trader connected with a Bidder which does not have recognised intermediary status or which does have recognised intermediary status but which holds any interest or short position in, or right to subscribe for, any relevant securities of the Target or any securities exchange Bidder in a proprietary capacity must make a public Opening Position Disclosure:
        (i) after the announcement that first identifies the Bidder with which it is connected as a Bidder; and
        (ii) after the announcement that first identifies a competing securities exchange Bidder.
        (b) An exempt principal trader connected with the Target which does not have recognised intermediary status or which does have recognised intermediary status but which holds any interest or short position in, or right to subscribe for, any relevant securities of the Target or any securities exchange Bidder in a proprietary capacity must make a public Opening Position Disclosure:
        (i) after the commencement of the offer period; and
        (ii) if later, after the announcement that first identifies any securities exchange Bidder.
        (c) An exempt principal trader connected with a party to the offer must make a public Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period, stating the following details:
        (i) if the exempt principal trader does not have recognised intermediary status, or if it does but it is dealing in a proprietary capacity, the details required under Paragraph 8.8 below; and
        (ii) if the exempt principal trader has recognised intermediary status and is dealing in a client-serving capacity, the details required under Paragraph 8.8 below.

      • 8.6 DISCLOSURE BY EXEMPT FUND MANAGERS WITH NO INTERESTS IN SECURITIES OF ANY PARTY TO THE OFFER REPRESENTING 1% OR MORE DEALING FOR DISCRETIONARY CLIENTS

        (a) An exempt fund manager connected with a party to the offer must make a private Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder for the benefit of discretionary investment clients during an offer period.
        (b) Paragraph 8.6(a) does not apply if the exempt fund manager is also required to make a disclosure in accordance with Paragraph 8.3.

      • 8.7 DISCLOSURE OF NON-DISCRETIONARY DEALINGS BY PARTIES AND CONCERT PARTIES

        A party to the offer and any person acting in concert with it must make a private Dealing Disclosure if it deals in any relevant securities of the Target or any securities exchange Bidder during an offer period for the account of non-discretionary investment clients (other than a non-discretionary client that is a party to the offer or any person acting in concert with it).

      • 8.8 DETAILS TO BE INCLUDED IN THE DISCLOSURE

        (a) Public disclosures (other than Dealing Disclosures by exempt principal traders with recognised intermediary status dealing in a client-serving capacity)

        Any public disclosure under this Paragraph 8 (other than a Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client- serving capacity) must include:
        (i) the identity of the person disclosing and that person's status (eg Bidder, person acting in concert with the Bidder, etc.);
        (ii) details of any relevant securities of the Target or the Bidder (as the case may be) in which the person making the disclosure has an interest or in respect of which he has a right to subscribe, in each case specifying the nature of the interests or rights concerned and the relevant percentages. Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be disclosed;
        (iii) details of any dealing arrangements of a kind referred to in Guidance Note 11(b) on the definition of acting in concert to which the person making the disclosure is a party;
        (iv) if the disclosure is by an exempt fund manager or an exempt principal trader, the identity of the party to the offer with which the person disclosing is connected;
        (v) confirmation whether the person making the disclosure is on the same day disclosing, or has previously disclosed, details in respect of the relevant securities of any other party or parties to the offer under Paragraph 8; and
        (vi) if the disclosure is by a party to the offer or any person acting in concert with it, details of any securities borrowing and lending positions required by Guidance Note(l) below.
        An Opening Position Disclosure by a party to the offer must also include:
        (vii) similar details as in (ii) and (iii) above of any interests, short positions or rights to subscribe of any person acting in concert with that party to the offer, and of any dealing arrangements of a kind referred to in Guidance Note 11(b) on the definition of acting in concert to which any such person acting in concert with it is a party, together with (in each case) the identity of the persons concerned.
        The interests, short positions, rights to subscribe, dealing arrangements, securities borrowing and lending positions and irrevocable commitments and letters of intent to be disclosed under (ii), (iii), (vi) and (vii) above are those determined in accordance with Guidance Note 7(d) below.

        Subject to the following paragraph, any Dealing Disclosure must also include:
        (viii) the total of the relevant securities in question in which the dealing took place;
        (ix) the prices paid or received (in the case of an average price bargain, each underlying trade should be disclosed). In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Guidance Note (i) below);
        (x) if the disclosure is by a person acting in concert with a party to the offer, the identity of the party to the offer concerned; and
        (xi) the date of the dealing.
        However, a Dealing Disclosure by a connected principal trader where the sole reason for the connection is that the principal trader is controlled by, controls or is under the same control as a connected adviser to a Bidder, the Target or any person acting in concert with a Bidder or the Target must include the information specified in Guidance Note (b) below. The Panel may, where it considers it appropriate, require the person concerned to make more detailed private disclosure to the Panel.
        (b) Dealing Disclosures by exempt principal traders with recognised intermediary status dealing in a client-serving capacity

        A Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client-serving capacity must include:
        (i) the identity of the person disclosing;
        (ii) the identity of the party to the offer with which the person disclosing is connected;
        (iii) total acquisitions and disposals;
        (iv) the highest and lowest prices paid and received; and
        (v) the date of the dealing.
        In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Guidance Note (i) below).
        (c) Private disclosures by connected exempt fund managers with no interests in securities of any party to the offer representing 1% or more

        A private Dealing Disclosure under Paragraph 8.6 must include the same details as a public Dealing Disclosure (see (a) above).
        (d) Private disclosures of non-discretionary dealings by parties and concert parties

        A private Dealing Disclosure made under Paragraph 8.7 must include:
        (i) the identity of the person disclosing;
        (ii) if the disclosure is by a person acting in concert with a party to the offer, the identity of the party to the offer concerned;
        (iii) the total of the relevant securities in question in which the dealing took place;
        (iv) the prices paid or received (in the case of an average price bargain, each underlying trade should be disclosed). In the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood (see Guidance Note (i) below); and
        (v) the date of the dealing.
        (e) Related dealings

        When a person transacts two or more separate but related dealings executed at or around the same time (for example, the entering into of a derivative referenced to relevant securities and the acquisition of such securities for the purposes of hedging) or has two or more separate but related positions in relevant securities, any disclosure must include the required information in relation to each such dealing so executed or position held.
        (f) Owner or controller details

        For the purpose of disclosing identity, the owner or controller of any interest or short position in securities disclosed must be specified, in addition to any other details. The naming of nominees or vehicle companies is insufficient. If the owner or controller of the interest or short position is a trust, details of the trustee(s), the settlor and the beneficiaries of the trust must be disclosed. Where the beneficiaries are a connected group, for example, members of a family, a description of the group will normally be sufficient.

        The Panel may require additional information to be disclosed when it appears to be appropriate, for example to identify other persons who have an interest in the securities in question. However, in the case of disclosures by fund managers of dealings on behalf of, or positions held for the account of, discretionary clients, the clients need not be named.
        (g) Specially cum or ex dividend acquisitions

        Where a Bidder or any person acting in concert with it acquires any interest in Target securities on a specially cum or specially ex dividend basis, details of that fact should also be disclosed.
        (h) Percentage calculations and subscription for new securities

        Percentages should be calculated by reference to the numbers of relevant securities given in a party's latest announcement required by Paragraph 2.10. In the case of a disclosure relating to a right to subscribe, or subscription, for new securities, the Panel should be consulted regarding the appropriate number of relevant securities to be used in calculating the relevant percentage.
        (i) Options, derivatives etc.

        In the case of agreements to purchase or sell, rights to subscribe, options or derivatives, full details should be given so that the nature of the interest, position or dealing can be fully understood. For options this should include, at least, a description of the options concerned, the number of securities under option, the exercise period (or in the case of exercise, the exercise date), the exercise price and any option money paid or received. For derivatives this should include, at least, a description of the derivatives concerned, the number of reference securities to which they relate (when relevant), the maturity date (or if applicable the closing out date) and the reference price (and any fee payable on entering into the derivative).

        In addition, if there exists any agreement, arrangement or understanding, formal or informal, between the person disclosing and any other person relating to the voting rights of any relevant securities under option or relating to the voting rights or future acquisition or disposal of any relevant securities to which a derivative is referenced (as the case may be), full details of such agreement, arrangement or understanding, identifying the relevant securities in question, must be included in the disclosure. If there are no such agreements, arrangements or understandings, this fact should be stated. Where such an agreement, arrangement or understanding is entered into at a later date than the derivative or option to which it relates, it will be regarded as a dealing in relevant securities.
        (j) Futures contracts and covered warrants

        For the purpose of any disclosure, a futures contract or covered warrant for which exercise includes the possibility of delivery of the underlying securities is treated as an option. A futures contract or covered warrant which does not include the possibility of delivery of the underlying securities is treated as a derivative.
        (k) Transfers in and out

        If, following a public disclosure made under Paragraph 8, interests in relevant securities are transferred into or out of a person's management, a reference to the transfer must be included in the next public disclosure made by that person under Paragraph 8.
        (l) Securities borrowing and lending

        An Opening Position Disclosure by a party to the offer must include details of any relevant securities of the Target and any securities exchange Bidder which the party making the disclosure or any person acting in concert with it has borrowed or lent, save for any borrowed relevant securities which have been either on-lent or sold. In addition, a Dealing Disclosure by a party to the offer or any person acting in concert with a party to the offer must include details of any relevant securities of the Target and any securities exchange Bidder which the person making the disclosure has borrowed or lent, save for any borrowed relevant securities which have been either on-lent or sold.

        Where a party to the offer or any person acting in concert with it enters into, or takes action to unwind, a securities borrowing or lending transaction in respect of relevant securities of a Bidder or, with the Panel's consent under Paragraph 4.6(a), the Target, a Dealing Disclosure must be made by that person.

        The provisions of this Guidance Note also apply in respect of any financial collateral arrangements of the kind contemplated by Paragraph 4.6 entered into or unwound by a party to the offer or any person acting in concert with it as if such arrangements were securities lending transactions.

        In all cases referred to above, all relevant details should be given and the disclosure must be made in a form agreed by the Panel.

    • PARAGRAPH 9 PARAGRAPH 9 THE MANDATORY OFFER AND ITS TERMS RULE 9

      • 9.1 9.1 WHEN A MANDATORY OFFER IS REQUIRED AND WHO IS PRIMARILY RESPONSIBLE FOR MAKING IT

        Except with the consent of the Panel, when:

        (a) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30% or more of the voting rights of a company; or
        (b) any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested,

        such person shall extend offers, on the basis set out in Paragraph 9.4, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights. Offers for different classes of equity share capital must be comparable; the Panel should be consulted in advance in such cases.

        An offer will not be required under this Paragraph where control of the Target is acquired as a result of a voluntary offer made in accordance with the Takeover Rules to all the holders of voting equity share capital and other transferable securities carrying voting rights.

        • Guidance Notes on Paragraph 9.1

          Whitewash Procedure

          When the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make a general offer under this Paragraph, the Panel will normally waive the obligation if there is an independent vote at a shareholders' meeting. The requirement for a general offer will also be waived, provided there has been a vote of independent shareholders, in cases involving the underwriting of an issue of shares. If an underwriter incurs an obligation under this Paragraph unexpectedly, for example as a result of an inability to sub-underwrite all or part of his liability, the Panel should be consulted.

          The appropriate provisions of the Takeover Rules apply to whitewash proposals. Full details of the potential number and percentage of shares in which the person or group of persons acting in concert might become interested (together with details of the different interests concerned) must be disclosed in the document published in connection with the issue of the new securities, which must also include competent independent advice on the proposals which the shareholders are being asked to approve, together with a statement that the Panel has agreed to waive any consequent obligation under this Paragraph to make a general offer. The resolution must be made the subject of a poll. In addition, unless the person or group of persons acting in concert has entered into an agreement with the company not to make an offer, or has made a statement in the document that it does not intend to make an offer, the document must contain a statement that the person or group will not be restricted from making an offer for the company in the event that the proposals are approved at the shareholders' meeting. The Panel must be consulted and a proof document submitted at an early stage.

          When a person or group of persons acting in concert may, as a result of such arrangements, come to hold shares carrying more than 50% of the voting rights of the company, specific and prominent reference to the possibility must be contained in the document and to the fact that the person or group will be able to acquire interests in further shares without incurring any further obligation under Paragraph 9 to make a general offer.

          When a waiver has been granted, as described above, in respect of convertible securities, options or rights to subscribe for shares, details, including the fact of the waiver and the maximum number of securities that may be issued as a result, should be included in the company's annual report and accounts until the securities in respect of which the waiver has been granted have been issued or it is confirmed that no such issue will be made.

          Notwithstanding the fact that the issue of new securities is made conditional upon the prior approval of a majority of the shareholders independent of the transaction at a general meeting of the company:

          (a) the Panel will not normally waive an obligation under this Paragraph if the person to whom the new securities are to be issued or any persons acting in concert with him have acquired any interest in shares in the company in the 12 months prior to the publication of the circular relating to the proposals but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the company in relation to the proposed issue of new securities;
          (b) a waiver will be invalidated if any acquisitions of interests in shares are made in the period between the publication of the circular and the shareholders' meeting.

          In exceptional circumstances, the Panel may consider waiving the requirement for a general offer where the approval of independent shareholders to the transfer of existing shares from one shareholder to another is obtained.

      • 9.2 OBLIGATIONS OF OTHER PERSONS

        In addition to the person specified in Paragraph 9.1, each of the principal members of a group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer.

      • 9.3 CONDITIONS AND CONSENTS

        Except with the consent of the Panel:

        (a) offers made under Paragraph 9 must be conditional only upon the Bidder having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the Bidder and any person acting in concert with it holding shares carrying more than 50% of the voting rights; and
        (b) no acquisition of any interest in shares which would give rise to a requirement for an offer under this Paragraph may be made if the making or implementation of such offer would or might be dependent on the passing of a resolution at any meeting of shareholders of the Bidder or upon any other conditions, consents or arrangements.

      • 9.4 CONSIDERATION TO BE OFFERED

        (a) An offer made under Paragraph 9 must, in respect of each class of share capital involved, be in cash or be accompanied by a cash alternative at not less than the highest price paid by the Bidder or any person acting in concert with it for any interest in shares of that class during the 12 months prior to the announcement of that offer. The Panel should be consulted where there is more than one class of share capital involved.
        (b) If, after an announcement of an offer made under Paragraph 9 for a class of share capital and before the offer closes for acceptance, the Bidder or any person acting in concert with it acquires any interest in shares of that class at above the offer price, it shall increase its offer for that class to not less than the highest price paid for the interest in shares so acquired. Immediately after the acquisition, an appropriate announcement must be made in accordance with Paragraph 7.1.
        (c) In certain circumstances, the Panel may determine that the highest price calculated under paragraphs (a) and (b) should be adjusted.
        (d) The cash offer or the cash alternative must remain open after the offer has become unconditional as to acceptances for not less than 14 days after the date on which it would otherwise have expired (see Paragraph 31.4).

      • 9.5 OBLIGATIONS OF DIRECTORS

        When directors (and their close relatives and related trusts) sell shares to a person (or enter into options, derivatives or other transactions) as a result of which that person is required to make an offer under this Paragraph, the directors must ensure that as a condition of the sale (or other relevant transaction) the person undertakes to fulfil his obligations under the Paragraph. In addition, except with the consent of the Panel, such directors should not resign from the board until the first closing date of the offer or the date when the offer becomes wholly unconditional, whichever is the later.

      • 9.6 VOTING RESTRICTIONS AND DISPOSAL OF INTERESTS

        Where the Panel agrees to the disposal of interests in shares by a person as an alternative to making an offer pursuant to Paragraph 9.1, the Panel must be consulted as to the interests required to be disposed of and the application, pending completion of the disposal, of restrictions on the exercise of the voting rights (or the procurement of the exercise of the voting rights) attaching to the shares in which that person and persons acting in concert with that person are interested. Similarly, where an offer made pursuant to Paragraph 9.1 lapses for a reason other than the acceptance condition not being satisfied, the Panel must be consulted regarding the ability of the Bidder and any persons acting in concert with it to exercise, or procure the exercise of, the voting rights attaching to the shares of the Target in which they are interested.