• 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competing offer has been publicly recommended by the board of the Target, even if such recommendation is subsequently withdrawn; or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.