• PROVISIONS APPLICABLE TO ALL OFFERS

    • PARAGRAPH 13 PARAGRAPH 13 WHERE THERE IS MORE THAN ONE CLASS OF SHARE CAPITAL

      • 13.1 COMPARABLE OFFERS

        Where a company has more than one class of equity share capital, a comparable offer must be made for each class whether such capital carries voting rights or not; the Panel should be consulted in advance. An offer for non-voting equity share capital should not be made conditional on any particular level of acceptances in respect of that class, or on the approval of that class, unless the offer for the voting equity share capital is also conditional on the success of the offer for the non-voting equity share capital. Classes of non-voting, non- equity share capital need not be the subject of an offer, except in the circumstances referred to in Paragraph 15.

      • 13.2 SEPARATE OFFERS FOR EACH CLASS

        Where an offer is made for more than one class of share, separate offers must be made for each class.

      • Guidance Notes to Paragraph 13

        Offer for non-voting shares only

        Where an offer for non-voting shares only is being made, comparable offers for voting classes are not required.

    • PARAGRAPH 14 APPROPRIATE OFFER FOR CONVERTIBLES ETC.

      (a) When an offer is made for voting equity share capital or for other transferable securities carrying voting rights and the Target has convertible securities outstanding, the Bidder must make an appropriate offer or proposal to the stockholders to ensure that their interests are safeguarded. Equality of treatment is required.
      (b) The board of the Target must obtain competent independent advice on the offer or proposal to the stockholders and the substance of such advice must be made known to its stockholders, together with the board's views on the offer or proposal.
      (c) Whenever practicable, the offer or proposal should be sent to stockholders at the same time as the offer document is published but, if this is not practicable, the Panel should be consulted and the offer or proposal should be sent as soon as possible thereafter. A copy of the offer or proposal should be sent to the Panel at the time of publication.
      (d) The offer or proposal to stockholders required by this Paragraph should not normally be made conditional on any particular level of acceptances. It may, however, be put by way of a scheme to be considered at a stockholders' meeting provided that, if the scheme is not approved at that meeting, or is not sanctioned by the court, the Bidder shall immediately make an offer or proposal to stockholders which is not conditional on any particular level of acceptances or approval.
      (e) If a Target has options or subscription rights outstanding, the provisions of this Paragraph apply mutatis mutandis.

    • PARAGRAPH 15 PARAGRAPH 15 SPECIAL DEALS AND MANAGEMENT INCENTIVISATION

      • 15.1 SPECIAL DEALS WITH FAVOURABLE CONDITIONS

        Except with the consent of the Panel, a Bidder or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the Target, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

        An arrangement made with a person who, while not a shareholder, is interested in shares carrying voting rights in the Target will also be prohibited by this Paragraph if favourable conditions are attached which are not being extended to the shareholders. For the avoidance of doubt, there is no requirement to extend an offer or any arrangement which would otherwise be prohibited by this Paragraph to any person who is interested in shares, but is not a shareholder.

        (See also Paragraph Paragraph 34.3)

      • 15.2 MANAGEMENT INCENTIVISATION

        (a) Except with the consent of the Panel, where a Bidder has:
        (i) entered into; or
        (ii) reached an advanced stage of discussions on proposals to enter into
        any form of incentivisation arrangements with members of the Target's management who are interested in shares in the Target, relevant details of the arrangements or proposals must be disclosed and the independent adviser to the Target must state publicly that in its opinion the arrangements are fair and reasonable. If it is intended to put incentivisation arrangements in place following completion of the offer, but either no discussions or only limited discussions have taken place, this fact must be stated publicly and relevant details of the discussions disclosed. Where no incentivisation arrangements are proposed, this must be stated publicly.
        (b) Where the value of arrangements entered into or proposed to be entered into is significant and/or the nature of the arrangements is unusual either in the context of the relevant industry or good practice, the Panel must be consulted and its consent to the arrangements obtained. The Panel may also require, as a condition of its consent, that the arrangements be approved at a general meeting of the Target's shareholders.
        (c) Where the members of the management are shareholders in the Target and, as a result of the incentivisation arrangements, they will become shareholders in the Bidder on a basis that is not being made available to all other Target shareholders, such arrangements must be approved at a general meeting of the Target's shareholders.
        (d) Any approval as required by paragraph (b) or (c) above must be by a separate vote of independent shareholders, taken on a poll.

    • PARAGRAPH 16 PARAGRAPH 16 ANNOUNCEMENT OF ACCEPTANCE LEVELS*

      • 16.1 TIMING AND CONTENTS

        By 8.00 am at the latest on the business day following the day on which an offer is due to expire, or becomes or is declared unconditional as to acceptances, or is revised or extended, a Bidder must make an appropriate announcement. The announcement must state:

        (a) the number of shares for which acceptances of the offer have been received, specifying the extent to which acceptances have been received from persons acting in concert with the Bidder or in respect of shares which were subject to an irrevocable commitment or a letter of intent procured by the Bidder or any person acting in concert with the Bidder;
        (b) 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 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 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 stated;
        (c) details of any relevant securities of the Target in respect of which the Bidder or any person acting in concert with it has an outstanding irrevocable commitment or letter of intent; and
        (d) 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 shares which have been either on-lent or sold,

        and must specify the percentages of each class of relevant securities represented by these figures. (See also Paragraph 30.2)

        Any announcement made pursuant to this Paragraph must include a prominent statement of the total numbers of shares which the Bidder may count towards the satisfaction of its acceptance condition and must specify the percentages of each class of relevant securities represented by these figures. The Panel should be consulted if the Bidder wishes to make any other statement about acceptance levels in any announcement made pursuant to this Paragraph.

      • 16.2 CONSEQUENCES OF FAILURE TO ANNOUNCE

        (a) If a Bidder, having announced the offer to be unconditional as to acceptances, fails by 3.30 pm on the relevant day to comply with any of the requirements of Paragraph 16.1, immediately thereafter any acceptor will be entitled to withdraw his acceptance. Subject to Paragraph 30.6, this right of withdrawal may be terminated not less than 8 days after the relevant day by the Bidder confirming, if such is the case, that the offer is still unconditional as to acceptances and complying with Paragraph 16.1.
        (b) For the purpose of Paragraph 30.4, the offer must remain open for acceptance for not less than 14 days after the date of such confirmation and compliance.

    • PARAGRAPH 17 THE USE OF PROXIES AND OTHER AUTHORITIES IN RELATION TO ACCEPTANCES*

      A Bidder may not require a shareholder as a term of his acceptance of an offer to appoint a proxy to vote in respect of his shares in the Target or to exercise any other rights or take any other action in relation to those shares unless the appointment is on the following terms, which must be set out in the offer document:

      (a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the offer is wholly unconditional or, in the case of voting by the proxy, the resolution in question concerns the last remaining condition of the offer (other than any condition covered by Paragraph 23.10) and the offer will become wholly unconditional (save, where relevant, for the satisfaction of any condition covered by Paragraph 23.10) or lapse depending upon the outcome of that resolution;
      (b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the offer;
      (c) the appointment ceases to be valid if the acceptance is withdrawn; and
      (d) the appointment applies only to shares assented to the offer.

      *This Paragraph is disapplied in a scheme.