• PARAGRAPH 10 PARAGRAPH 10 THE ACCEPTANCE CONDITION*

    It must be a condition of any offer for voting equity share capital or for other transferable securities carrying voting rights which, if accepted in full, would result in the Bidder holding shares carrying over 50% of the voting rights of the Target that the offer will not become or be declared unconditional as to acceptances unless the Bidder has acquired or agreed to acquire (either pursuant to the offer or otherwise) shares carrying over 50% of the voting rights.

    • Guidance Notes to Paragraph 10

      Information to Bidder during offer period and extension of offer to new shares

      Following the announcement of a firm intention to make an offer, the Target must, on request, provide the Bidder as soon as possible with all relevant details of the issued shares (including the extent to which any such shares are held in treasury and details of any agreements to transfer or sell such shares out of treasury) and, to the extent not issued, the allotted shares and details of any conversion or subscription rights or any other rights pursuant to the exercise of which shares may be unconditionally allotted or issued during the offer period. In the case of conditionally allotted shares, the details should include the conditions and the date on which such conditions may be satisfied. In the case of rights, the details should include the number of shares which may be unconditionally allotted or issued during the offer period as a result of the exercise of such rights, identifying separately those attributable to rights which commence or expire on different dates, and the various prices at which these rights could be exercised.

      The Target must immediately notify the Bidder of any allotment or issue of shares and of the exercise of any such rights during the offer period and provide the Bidder as soon as possible with all relevant details.

      The Bidder must make appropriate arrangements to ensure that any person to whom shares of a type to which the offer relates are unconditionally allotted or issued during the offer period will have an opportunity of accepting the offer in respect of such shares.

      In cases of doubt, the Panel must be consulted.