• DOCUMENTS FROM THE BIDDER AND THE TARGET BOARD

    • PARAGRAPH 22 PARAGRAPH 22 GENERAL OBLIGATIONS AS TO INFORMATION

      • 22.1 SUFFICIENT INFORMATION

        Shareholders must be given sufficient information and advice to enable them to reach a properly informed decision as to the merits or demerits of an offer. Such information must be available to shareholders early enough to enable them to make a decision in good time. No relevant information should be withheld from them. The obligation of the Bidder in these respects towards the shareholders of the Target is no less than a Bidder's obligation towards its own shareholders.

      • 22.2 MAKING DOCUMENTS, ANNOUNCEMENTS AND INFORMATION AVAILABLE TO SHAREHOLDERS, PERSONS WITH INFORMATION RIGHTS

        If a document, an announcement or any information is required to be sent, published or made available to:

        (a) shareholders in the Target; or
        (b) persons with information rights.

      • 22.3 CONSENT TO INCLUSION OF ADVICE, OPINIONS AND REPORTS

        If any document or announcement published in connection with an offer includes:

        (a) the substance of the advice given to the board of the Target or to a Bidder by the independent financial adviser appointed under Paragraph 3.1 or Paragraph 3.2;
        (b) reports on a profit forecast or a quantified financial benefits statement given by reporting accountants and any financial adviser in accordance with Paragraph 27; or
        (c) an opinion on value given by an independent valuer in accordance with Paragraph 28,

        the document or announcement must include a statement that each of the financial adviser(s), the reporting accountants and/or the independent valuer (as appropriate) has given and not withdrawn its consent to the inclusion of its advice, report or opinion (as the case may be) in the relevant document in the form and context in which it is included.

    • PARAGRAPH 23 PARAGRAPH 23 BIDDER DOCUMENTS

      • 23.1 THE OFFER DOCUMENT

        (a) The Bidder must, normally within 28 days of the announcement of a firm intention to make an offer, send an offer document to shareholders in the Target and persons with information rights, in accordance with Paragraph 29.1 and must make the document readily available to the employees themselves. At the same time, both the Bidder and the Target must make the offer document readily available to their employee representatives (or, where there are no employee representatives, to the employees themselves). The Panel must be consulted if the offer document is not to be published within this period.
        (b) On the day of publication, the Bidder must:
        (i) publish the offer document on a website in accordance with Paragraph 25.1; and
        (ii) inform the Panel that the offer document has been so published, following which the Panel will publish notice of this fact on the ADGM website.

      • 23.2 INTENTIONS OF THE BIDDER WITH REGARD TO THE BUSINESS, EMPLOYEES AND PENSION SCHEME(S)

        (a) If the Target has a pension scheme, in the offer document, the Bidder must explain the long term commercial justification for the offer and must state:
        (i) its intentions with regard to the future business of the Target;
        (ii) its intentions with regard to the continued employment of the employees and management of the Target and of its subsidiaries, including any material change in the conditions of employment;
        (iii) its strategic plans for the Target, and their likely repercussions on employment and the locations of the Target's places of business;
        (iv) its intentions with regard to employer contributions into the Target's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members;
        (v) its intentions with regard to any redeployment of the fixed assets of the Target; and
        (vi) its intentions with regard to the maintenance of any existing trading facilities for the relevant securities of the Target.
        (b) If the Bidder has no intention to make any changes in relation to the matters described under (a)(ii) to (v) above, or if it considers that its strategic plans for the Target will have no repercussions on employment or the location of the Target's places of business, it must make a statement to that effect.
        (c) Where the Bidder is a company, and insofar as it is affected by the offer, the Bidder must also state its intentions with regard to its future business and comply with (a)(ii) and (iii) with regard to itself.

      • 23.3 23.3 FINANCIAL AND OTHER INFORMATION ON THE BIDDER, THE TARGET AND THE OFFER

        Except with the consent of the Panel:

        (a) where the Bidder is a company incorporated under the Companies Regulations 2015 and its shares are admitted to trading on a Abu Dhabi Global Market's securities exchange, the offer document must contain:
        (i) the names of its directors;
        (ii) the nature of its business and its financial and trading prospects;
        (iii) details of the website address where its audited consolidated accounts for the last two financial years have been published and a statement that the accounts have been incorporated into the offer document by reference to that website in accordance with Paragraph 23.15;
        (iv) details of the website address where any preliminary statement of annual results, half yearly financial report or interim financial information published since the date of its last published audited accounts have been published and a statement that any such statement, report or information has been incorporated into the offer document by reference to that website in accordance with Paragraph 23.15; in the case of a securities exchange offer, a description of any known significant change in its financial or trading position which has occurred since the end of the last financial period for which audited accounts, a preliminary statement of annual results, a half yearly financial report or interim financial information has been published, or provide an appropriate negative statement;
        (v) a statement of the effect of full acceptance of the offer upon its earnings and assets and liabilities; and
        (vi) a summary of the principal contents of each material contract (not being a contract entered into in the ordinary course of business) entered into by the Bidder or any of its subsidiaries during the period beginning two years before the commencement of the offer period, including particulars of dates, parties, terms and conditions and any consideration passing to or from the Bidder or any of its subsidiaries;
        (b) if the Bidder is other than a company referred to in (a) above, the offer document must contain:
        (i) in respect of the Bidder, the information described in (a) above (so far as appropriate) and such further information as the Panel may require in the particular circumstances of the case;
        (ii) in respect of any person who has made (or proposes to make or increase) an investment in the Bidder for the purposes of the offer such that he has or will have a potential direct or indirect interest in any part of the capital of the Target which the Panel regards as equity capital, details of his identity and of his interest in the Bidder and such further information as the Panel may require in the particular circumstances of the case; and
        (iii) in respect of any person not included in (ii) above whose pre existing interest in the Bidder is such that he has a potential direct or indirect interest of 5% or more in any part of the capital of the Target which the Panel regards as equity capital, details of his identity and of his interest in the Bidder and such further information as the Panel may require in the particular circumstances of the case;
        (c) the offer document must contain summary details of any current ratings and outlooks publicly accorded to the Bidder and the Target by ratings agencies prior to the commencement of the offer period, any changes made to previous ratings or outlooks during the offer period, and a summary of the reasons given, if any, for any such changes;
        (d) the offer document (including, where relevant, any revised offer document) must include:
        (i) a heading stating "If you are in doubt about this offer you should consult an independent financial adviser authorised under the Financial Services and Markets Regulations 2015";
        (ii) the date when the document is published, the name and address of the Bidder (including, where the Bidder is a company, the type of company and the address of its registered office);
        (iii) the identity of any person acting in concert with the Bidder and, to the extent that it is known, the Target, including, in the case of a company, its type, registered office and relationship with the Bidder and, where possible, with the Target;
        (iv) details of each class of security for which the offer is made, including whether those securities will be transferred "cum" or "ex" any dividend and the maximum and minimum percentages of those securities which the Bidder undertakes to acquire;
        (v) the terms of the offer, including the consideration offered for each class of security, the total consideration offered and particulars of the way in which the consideration is to be paid in accordance with Paragraph 30.8 or, in the case of a scheme of arrangement, see Paragraph 38.10;
        (vi) all conditions to which the offer is subject;
        (vii) particulars of all documents required, and procedures to be followed, for acceptance of the offer or, in the case of a scheme of arrangement, for voting;
        (viii) the middle market quotations for the securities to be acquired, and (in the case of a securities exchange offer) securities offered, for the first business day in each of the six months immediately before the date of the offer document, for the last business day before the commencement of the offer period and for the latest available date before the publication of the offer document, together with the source (or, if any of the securities are not admitted to trading, any information available as to the number and price of transactions which have taken place during the preceding six months, together with the source, or an appropriate negative statement);
        (ix) 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 condition to its offer and the consequences of its doing so, including details of any break fees payable as a result;
        (x) details of any irrevocable commitment or letter of intent which the Bidder or any person acting in concert with it has procured in relation to relevant securities of the Target (or, if appropriate, the Bidder);
        (xi) in the case of a securities exchange offer, full particulars of the securities being offered, including the rights attaching to them, the first dividend or interest payment in which the securities will participate and how the securities will rank for dividends or interest, capital and redemption; a statement indicating the effect of acceptance on the capital and income position of the Target's shareholders; and details of any applications for admission to listing or admission to trading that have been or will be made in any jurisdiction in respect of the securities;
        (xii) a summary of the provisions of Paragraph 8 (see the ADGM website);
        (xiii) the national law which will govern contracts concluded between the Bidder and holders of the Target's securities as a result of the offer and the competent courts;
        (xiv) any post offer undertaking made by the Bidder (see Paragraph 18.7);
        (xv) a summary of any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 20.2;
        (xvi) a list of the documents which the Bidder has published on a website in accordance with Paragraphs 25.2 and 25.3 and the address of the website on which the documents are published; and
        (xvii) any profit forecast or quantified financial benefits statement, and any related reports or confirmations, required by Paragraph 28;
        (e) the offer document must contain information on the Target on the same basis as set out in (a)(i) to (v) above;
        (f) the offer document must contain a description of how the offer is to be financed and the source(s) of the finance. Details must be provided of the debt facilities or other instruments entered into in order to finance the offer and to refinance the existing debt or working capital facilities of the Target and, in particular:
        (i) the amount of each facility or instrument;
        (ii) the repayment terms;
        (iii) interest rates, including any "step up" or other variation provided for;
        (iv) any security provided;
        (v) a summary of the key covenants;
        (vi) the names of the principal financing banks; and
        (vii) if applicable, details of the time by which the Bidder will be required to refinance the acquisition facilities and of the consequences of its not doing so by that time; and
        (g) if any document published by the Bidder contains a comparison of the value of the offer with previous prices of the Target's shares, a comparison between the current value of the offer and the price of the Target's shares on the last business day prior to the commencement of the offer period must be prominently included, no matter what other comparisons are made.

        • Guidance Notes on Paragraph 23.3

          Where the Bidder is a subsidiary company

          The Panel will normally look through subsidiaries whose securities are not admitted to trading in interpreting this Paragraph unless, with the agreement of the Panel, the subsidiary in question is regarded as being of sufficient substance in relation to the group and the offer. Accordingly if the Bidder is part of a group, information will normally be required on the ultimate holding company in the form of group accounts.

          Further information requirements

          (a) For the purposes of paragraphs (ii) and (iii) of Paragraph 24.3(b), the expression "person" will normally include the ultimate owner(s), and persons having control (as defined), of the Bidder if not already included under paragraphs (ii) or (iii). Whilst the precise nature of the further information which may be required to be disclosed under paragraphs (i), (ii) or (iii) of Paragraph 24.3(b) in any particular case will depend on the circumstances of that case, the Panel would normally expect it to include a general description of the business interests of the Bidder and/or other person(s) concerned and details of those assets which the Panel considers may be relevant to the business of the Target.
          (b) The Panel must be consulted in advance in any case to which Paragraph 24.3(b) applies, or may apply regarding the application of its provisions to that particular case. Where information is incorporated into the offer document by reference to another source, the Panel will normally require that information to be available in the English language.

          Persons acting in concert

          For the purposes of Paragraph 24.3(d)(iii), the identity of a person acting in concert with the Bidder or the Target must be disclosed if the Target shareholders need details of that person in order to reach a properly informed decision on the offer. Disclosure will normally include: a person who is interested in shares in the Target and (in the case of a securities exchange offer only) the Bidder; any person with whom the Bidder or the Target and any person acting in concert with either of them has any arrangement of the kind referred to in Note 11 on the definition of acting in concert; any financial adviser which is advising the Bidder or the Target in relation to the offer; and any corporate broker to either of them. In cases of doubt, the Panel should be consulted.

          Offers made under Paragraph 9

          When an offer is made under Paragraph 9, the information required under Paragraph 24.3(d)(v) must include the method employed under Paragraph 9.4 in calculating the consideration offered.

      • 23.4 23.4 INTERESTS AND DEALINGS

        (a) The offer document must state:
        (i) details of any relevant securities of the Target in which the Bidder has an interest or in respect of which he has a right to subscribe, 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;
        (ii) the same details as in (i) above in relation to each of:
        (A) the directors of the Bidder;
        (B) any other person acting in concert with the Bidder; and
        (C) any person with whom the Bidder or any person acting in concert with the Bidder has any arrangement of the kind referred to in Note 11 on the definition of acting in concert;
        (iii) in the case of a securities exchange offer, the same details as in (i) above in respect of any relevant securities of the Bidder in relation to each of the persons listed in (ii) above; and
        (iv) details of any relevant securities of the Target and (in the case of a securities exchange offer only) the Bidder which the Bidder or any person acting in concert with it has borrowed or lent (including for these purposes any financial collateral arrangements of the kind referred to in Paragraph 4.6 and any guidance issued thereunder), save for any borrowed shares which have been either on lent or sold.
        (b) If, in the case of any of the persons referred to in Paragraph 23.4(a), there are no interests or short positions to be disclosed, this fact should be stated. This will not apply to category (a)(ii)(c) if there are no such arrangements.
        (c) If any person referred to in Paragraph 23.4(a) has dealt in any relevant securities of the Target (or, in the case of a securities exchange offer only, of the Bidder) during the period beginning 12 months prior to the offer period and ending with the latest practicable date prior to the publication of the offer document, the details, including dates, must be stated (see Paragraph 8.8). If no such dealings have taken place, this fact should be stated.

        • Guidance Notes to Paragraph 24.4

          In the case of directors, the disclosure should include details of all interests, short positions and borrowings of any other person whose interests in shares the director is taken to be interested in pursuant to Part 21 of the Companies Regulations 2015.

      • 23.5 DIRECTORS' EMOLUMENTS

        The offer document must state (in the case of a securities exchange offer only) whether and in what manner the emoluments of the Bidder directors will be affected by the acquisition of the Target or by any other associated transaction. If there will be no effect, this must be stated.

      • 23.6 SPECIAL ARRANGEMENTS

        Unless otherwise agreed with the Panel, the offer document must contain a statement as to whether or not any agreement, arrangement or understanding (including any compensation arrangement) exists between the Bidder or any person acting in concert with it and any of the directors, recent directors, shareholders or recent shareholders of the Target, or any person interested or recently interested in shares of the Target, having any connection with or dependence upon the offer, and full particulars of any such agreement, arrangement or understanding.

        See also Paragraph 15.2.

      • 23.7 INCORPORATION OF OBLIGATIONS AND RIGHTS

        The offer document must state the time allowed for acceptance of the offer and any alternative offer and must incorporate language which appropriately reflects Notes 4-8 on Paragraph 10 and those parts of Paragraphs 12.5(a), 12.6 (if applicable), 16 and 3033 which impose timing obligations or confer rights or impose restrictions on Bidders, Target companies or shareholders of Target companies.


        2 This Paragraph is disapplied in a scheme.

      • 23.8 CASH CONFIRMATION

        When the offer is for cash or includes an element of cash, the offer document must include confirmation by an appropriate third party (eg the Bidder's bank or financial adviser) 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.)

      • 23.9 ULTIMATE OWNER OF SECURITIES ACQUIRED

        Unless otherwise agreed with the Panel, the offer document must contain a statement as to whether or not any securities acquired in pursuance of the offer will be transferred to any other persons, together with the names of the parties to any such agreement, arrangement or understanding and particulars of all interests in the securities of the Target held by such persons, or a statement that no such interests are held.

      • 23.10 ADMISSION TO LISTING AND ADMISSION TO TRADING CONDITIONS*

        Where securities are offered as consideration and it is intended that they should be admitted to listing on the Official List and/or to trading on a recognised investment exchange in Abu Dhabi Global Market, the relevant admission to listing and/or trading condition should, except with the consent of the Panel, be in terms which ensure that it is capable of being satisfied only when the decision to admit the securities to listing or trading has been announced by the Financial Services Regulator and/or the relevant investment exchange, as applicable. Where securities are offered as consideration and it is intended that they should be admitted to listing or to trading on any investment exchange or market outside Abu Dhabi Global Market, the Panel should be consulted.

      • 23.11 ESTIMATED VALUE OF UNQUOTED PAPER CONSIDERATION

        When the offer involves the issue of securities of a class which is not admitted to trading, the offer document and any subsequent circular from the Bidder must contain an estimate of the value of such securities by an appropriate adviser.

      • 23.12 NO SET OFF OF CONSIDERATION

        The offer document must contain a statement to the effect that, except with the consent of the Panel, settlement of the consideration to which any shareholder is entitled under the offer will be implemented in full in accordance with the terms of the offer without regard to any lien, right of set off, counterclaim or other analogous right to which the Bidder may otherwise be, or claim to be, entitled against such shareholder.

        The Panel would only grant consent in exceptional circumstances and where all shareholders were to be treated similarly.

      • 23.13 ARRANGEMENTS IN RELATION TO DEALINGS

        The offer document must disclose any arrangements of the kind referred to in Guidance Note 11 on the definition of acting in concert which exist between the Bidder, or any person acting in concert with the Bidder, and any other person; if there are no such arrangements, this should be stated.

      • 23.14 CASH UNDERWRITTEN ALTERNATIVES WHICH MAY BE SHUT OFF*

        The procedure for acceptance of a cash underwritten alternative which is capable of being shut off must be prominently stated in relevant documents and acceptance forms. In particular, it must be made clear (in the offer document, the acceptance form and any subsequent documents) whether shareholders must lodge their certificates by the closing date of the cash underwritten alternative, in addition to their completed acceptance forms, in order to receive cash.

      • 23.15 INCORPORATION OF INFORMATION BY REFERENCE

        (a) In addition to the requirements under Paragraphs 23.3(a)(iii) and (iv) (and, insofar as they refer to Paragraphs 23.3(a)(iii) and (iv), Paragraphs 24.3(b) and (e)) for certain information to be incorporated into an offer document by reference to a website, information that is required to be included in a document under other Paragraphs may be incorporated by reference to another source with the Panel's consent.
        (b) Information that is incorporated into a document by reference to another source must be published on a website by no later than the date on which the document is published. The information published on a website must be published:
        (i) in a form that may be printed, read and retained by the person to whom the document must be sent; and
        (ii) in a "read only" format so that it may not be amended or altered in any way.
        (c) If a person is sent a document which incorporates information by reference to another source, that person may request a copy of the information so incorporated in hard copy form. If such a request is made, the party which published the document must ensure that a copy of the requested information is sent to the relevant person in hard copy form as soon as possible and in any event within two business days of the request being received by the relevant party.
        (d) Any document which incorporates information by reference to another source (and any related website notification) must contain a statement that a shareholder, person with information rights or other person to whom it is sent may request a copy of any such information in hard copy form. Attention should be drawn to the fact that a hard copy of the information will not be sent to that person unless requested and details must be provided of how a hard copy may be obtained (including an address in the Abu Dhabi Global Market and a telephone number to which requests may be submitted).

      • 23.16 FEES AND EXPENSES

        (a) The offer document must contain an estimate of the aggregate fees and expenses expected to be incurred by the Bidder in connection with the offer and, in addition, separate estimates of the fees and expenses expected to be incurred in relation to:
        (i) financing arrangements;
        (ii) financial and corporate broking advice;
        (iii) legal advice;
        (iv) accounting advice;
        (v) public relations advice;
        (vi) other professional services (including, for example, management consultants, actuaries and specialist valuers); and
        (vii) other costs and expenses.
        (b) Where any fee is variable between defined limits, a range must be given in respect of the aggregate fees and expenses and of the fees and expenses of each relevant category, setting out the expected maximum and minimum amounts payable.
        (c) Where the fees and expenses payable within a particular category are likely to exceed the estimated maximum previously disclosed by 10% or more, the Bidder must promptly disclose to the Panel revised estimates of the aggregate fees and expenses expected to be incurred in relation to the offer and of the fees and expenses expected to be incurred within that category. The Panel may require the public disclosure of such revised estimates where it considers this to be appropriate.
        (d) Where the final fees and expenses actually paid within a particular category exceed the amount publicly disclosed as the estimated maximum payable by 10% or more, the Bidder must promptly disclose to the Panel the final amount paid in respect of that category. The Panel may require the public disclosure of such final amount where it considers this to be appropriate.

    • PARAGRAPH 24 PARAGRAPH 24 TARGET BOARD CIRCULARS

      • 24.1 24.1 THE TARGET BOARD CIRCULAR

        (a) The board of the Target must, normally within 14 days of the publication of the offer document, send a circular to shareholders in the Target and persons with information rights, in accordance with Paragraph 29.1. At the same time, the Target must make the circular readily available to its employee representatives (or, where there are no employee representatives, to the employees themselves).
        (b) On the day of publication, the Target must:
        (i) publish the Target board circular on a website in accordance with Paragraph 25.1; and
        (ii) send to the Panel for publication on the ADGM website an announcement that the Target board circular has been so published.

        • Guidance on Paragraph 24.1

          Where there is no separate Target board circular

          Where the Target board circular is combined with the offer document, Paragraph 24.1 will not apply. However, Paragraphs 24.2 to 24.9 will apply to the combined document.

      • 24.2 VIEWS OF THE TARGET BOARD ON THE OFFER, INCLUDING THE BIDDER'S PLANS FOR THE COMPANY AND ITS EMPLOYEES

        (a) The Target board circular must set out the opinion of the board on the offer (including any alternative offers) and the board's reasons for forming its opinion and must include its views on:
        (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and
        (ii) the Bidder's strategic plans for the Target and their likely repercussions on employment and the locations of the Target's places of business, as set out in the offer document pursuant to Paragraph 23.2.
        (b) In addition, the circular must include the substance of the advice given to the board of the Target by the independent adviser appointed under Paragraph 3.1.

      • 24.3 FINANCIAL AND OTHER INFORMATION

        The Target board circular must contain a description of any known significant change in the financial or trading position of the Target which has occurred since the end of the last financial period for which audited accounts, a preliminary statement of annual results, a half yearly financial report or interim financial information has been published, or provide an appropriate negative statement.

      • 24.4 INTERESTS AND DEALINGS

        (a) The Target board circular must state:
        (i) details of any relevant securities of the Bidder in which the Target or any of the directors of the Target has an interest or in respect of which it or 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;
        (ii) the same details as in (i) above in respect of any relevant securities of the Target in relation to each of:
        (a) the directors of the Target;
        (b) any other person acting in concert with the Target; and
        (c) any person with whom the Target or any person acting in concert with the Target has an arrangement of the kind referred to in Note 11 on the definition of acting in concert;
        (iii) in the case of a securities exchange offer, the same details as in (i) above in respect of any relevant securities of the Bidder in relation to each of the persons listed in (ii)(b) and (c) above;
        (iv) details of any relevant securities of the Target and (in the case of a securities exchange offer only) the Bidder which the Target or any person acting in concert with the Target has borrowed or lent (including for these purposes any financial collateral arrangements of the kind contemplated by Paragraph 4.6), save for any borrowed shares which have been either on lent or sold; and
        (v) whether the directors of the Target intend, in respect of their own beneficial shareholdings, to accept the offer (and, if there are alternative offers, and if so required by the Panel, which alternative they intend to elect for) or to reject the offer.
        (b) If, in the case of any of the persons referred to in Paragraph 24.4(a), there are no interests or short positions to be disclosed, this fact should be stated. This will not apply to category (a)(ii)(c) if there are no such arrangements.
        (c) If any person referred to in Paragraph 24.4(a)(i) has dealt in any relevant securities of the Target or the Bidder between the start of the offer period and the latest practicable date prior to the publication of the circular, the details, including dates, must be stated (see Paragraph 8.8). If any person referred to in Paragraph 25.4(a)(ii)(b) to (c) has dealt in relevant securities of the Target (or, in the case of a securities exchange offer only, the Bidder) during the same period, similar details must be stated. In all cases, if no such dealings have taken place this fact should be stated.

      • 24.5 DIRECTORS' SERVICE CONTRACTS

        (a) The Target board circular must contain particulars of all service contracts of any director or proposed director of the Target with the company or any of its subsidiaries. If there are none, this should be stated.
        (b) If any such contracts have been entered into or amended within 6 months of the date of the document, particulars must be given in respect of the earlier contracts (if any) which have been replaced or amended as well as in respect of the current contracts. If there have been none, this should be stated.

      • 24.6 ARRANGEMENTS IN RELATION TO DEALINGS

        The Target board circular must disclose any arrangements of the kind referred to in Note 11 on the definition of acting in concert which exist between the Target, or any person acting in concert with the Target, and any other person; if there are no such arrangements, this should be stated.

      • 24.7 OTHER INFORMATION

        The Target board circular must contain:

        (a) a summary of the principal contents of each material contract (not being a contract entered into in the ordinary course of business) entered into by the Target or any of its subsidiaries during the period beginning two years before the commencement of the offer period, including particulars of dates, parties, terms and conditions and any consideration passing to or from the Target or any of its subsidiaries;
        (b) details of any irrevocable commitment or letter of intent which the Target or any person acting in concert with it has procured in relation to relevant securities of the Target (or, if appropriate, the Bidder);
        (c) a list of the documents which the Target has published on a website in accordance with Paragraphs 25.2 and 25.3 and the address of the website on which the documents are published; and
        (d) any profit forecast or quantified financial benefits statement and any related reports or confirmations required by Paragraph 27.

      • 24.8 FEES AND EXPENSES

        The Target board circular must contain an estimate of the aggregate fees and expenses expected to be incurred by the Target in connection with the offer and, in addition, separate estimates of the fees and expenses expected to be incurred in relation to the matters specified in paragraphs (ii) to (vii) of Paragraph 23.16(a). The other provisions of Paragraph 23.16 and also apply as if references to the Bidder were references to the Target.

    • PARAGRAPH 25 PARAGRAPH 25 DOCUMENTS TO BE PUBLISHED ON A WEBSITE

      • 25.1 DOCUMENTS, ANNOUNCEMENTS AND INFORMATION TO BE PUBLISHED ON A WEBSITE DURING AN OFFER

        (a) The following documents, announcements and information must be published on a website by the Bidder or Target, as relevant, by no later than 12 noon on the business day following the date of the relevant document, announcement or information:
        (i) any document or information in relation to an offer sent to shareholders, persons with information rights or other relevant persons in accordance with Paragraph 29.1; or
        (ii) any announcement published on the ADGM website in connection with the offer (whether related to the offer or not).
        (b) Any such document, announcement or information must include the address of the website on which it will be published. This address must be for either the webpage on which the relevant document, announcement or information may be found or a webpage which includes a clear link to the relevant webpage.

      • 25.2 DOCUMENTS TO BE PUBLISHED ON A WEBSITE FOLLOWING THE ANNOUNCEMENT OF A FIRM OFFER

        The following documents must be published on a website by no later than 12 noon on the business day following the announcement of a firm intention to make an offer (or, if later, the date of the relevant document):

        (a) any irrevocable commitment or letter of intent procured by the Bidder or Target (as appropriate) or any person acting in concert with it;
        (b) any documents relating to the financing of the offer (Paragraph 23.3(f));
        (c) any agreements or arrangements, or, if not reduced to writing, a memorandum of the terms of such agreements or arrangements, of the kind referred to in Note 11 on the definition of acting in concert;
        (d) any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 20.2; and
        (e) any agreements or arrangements, or, if not reduced to writing, a memorandum of all the terms of such agreements or arrangements, which relate to the circumstances in which the Bidder may or may not invoke or seek to invoke a pre condition or a condition to its offer (Paragraph 2.7(c)(iv)).

      • 25.3 DOCUMENTS TO BE PUBLISHED ON A WEBSITE FOLLOWING THE MAKING OF AN OFFER

        The following documents must be published on a website from the time the offer document or Target board circular, as appropriate, is published (or, if later, the date of the relevant document):

        (a) memorandum and articles of association of the Bidder or the Target or equivalent documents;
        (b) any report, letter, valuation or other document any part of which is exhibited or referred to in any document published by or on behalf of the Bidder or the Target (other than the service contracts of Target directors and any material contracts that are not entered into in connection with the offer);
        (c) any written consents of an independent financial adviser to the inclusion of its advice in the relevant document in the form and context in which it is included (Paragraph 23.3(a));
        (d) any material contract entered into by a Bidder or the Target, or any of their respective subsidiaries, in connection with the offer that is:
        (i) described in the offer document or Target board circular (as appropriate) in compliance with Paragraph 23.3(a), Paragraph 23.3(b) or Paragraph 24.7(a); or
        (ii) entered into after the publication of the offer document or Target board circular (as appropriate);
        (e) where a profit forecast or quantified financial benefits statement has been published:
        (i) the reports of the reporting accountants and of the financial advisers (Paragraphs 27.1(a) and (b)); and
        (ii) the written consents of the reporting accountants and of the financial advisers to the inclusion of their reports in the relevant document in the form and context in which they are included (Paragraph 22.3(b)) and, if appropriate, the confirmations that their reports continue to apply (Paragraph 27.2(d));
        (f) where an asset valuation has been published:
        (i) the valuation certificate and associated report or schedule containing details of the aggregate valuation (Paragraph 28.5(c)); and
        (ii) the written consent of the independent valuer to the inclusion of its opinion on value in the relevant document in the form and context in which it is included (Paragraph 22.3(c)) and, if appropriate, the confirmation that its report continues to apply (Paragraph 26.2(d));
        (g) where the Panel has given consent to aggregation of dealings, a full list of all dealings; and
        (h) all derivative contracts which in whole or in part have been disclosed under Paragraphs 23.4(a) and (c) and 24.4(a) and (c) or in accordance with Paragraphs 8.1, 8.2 or 8.4. Documents in respect of the last mentioned must be published from the time the offer document or the Target board circular is published or from the time of disclosure, whichever is the later.

    • PARAGRAPH 26 PARAGRAPH 26 MATERIAL CHANGES AND SUBSEQUENT DOCUMENTS

      • 26.1 MATERIAL CHANGES

        (a) Except with the consent of the Panel, following the publication of the initial offer document or Target board circular (as appropriate) and until the end of the offer period, the Bidder or the Target (as appropriate) must promptly announce:
        (i) any changes in information disclosed in any document or announcement published by it in connection with the offer which are material in the context of that document or announcement; and
        (ii) any material new information which would have been required to have been disclosed in any previous document or announcement published during the offer period, had it been known at the time.
        (b) Where an announcement is required to be made under Paragraph 26.1(a), the Panel may, in addition, require a document setting out the relevant information to be:
        (i) sent to shareholders in the Target and persons with information rights; and
        (ii) made readily available to the Target's employees.

      • 26.2 SUBSEQUENT DOCUMENTS

        (a) If, following the publication of the initial offer document or Target board circular (as appropriate) and before the end of the offer period, a Bidder or the Target publishes any subsequent document in connection with the offer, that document must include:
        (i) any changes in information disclosed in any previous document published by it in connection with the offer which are material in the context of that document (or a statement that there have been no such material changes); and
        (ii) details of any material changes to the matters listed in Paragraph 26.2(b) (in the case of a Bidder) or in Paragraph 26.2(c) (in the case of the Target) which have occurred since the publication of any previous document published by it in connection with the offer (or a statement that there have been no such material changes).
        (b) In the case of a Bidder, the matters referred to in Paragraph 26.2(a)(ii) are as follows:
        (i) its intentions with regard to the matters referred to in Paragraph 23.2;
        (ii) any known significant change in its or the Target's financial or trading position (to the extent required under Paragraph 23.3(a)(v));
        (iii) material contracts (Paragraph 23.3(a)(vii));
        (iv) ratings and outlooks (Paragraph 23.3(c));
        (v) the terms of the offer (Paragraph 23.3(d)(v));
        (vi) any agreements or arrangements which relate to the invocation of the conditions to its offer (Paragraph 23.3(d)(ix));
        (vii) irrevocable commitments and letters of intent (Paragraph 23.3(d)(x));
        (viii) post offer undertakings (Paragraph 23.3(d)(xv));
        (ix) any offer related arrangements etc. permitted under, or excluded from, Paragraph 20.2 (Paragraph 23.3(d)(xvi));
        (x) profit forecasts and quantified financial benefits statements (Paragraph 23.3(d)(xviii));
        (xi) financing arrangements (Paragraph 23.3(f));
        (xii) interests and dealings in relevant securities (Paragraph 23.4);
        (xiii) the effect of the offer on the emoluments of the Bidder's directors (Paragraph 23.5);
        (xiv) any special arrangements, including management incentivisation arrangements (Paragraph 15.2 and Paragraph 23.6);
        (xv) the ultimate owner of any securities acquired (Paragraph 23.9);
        (xvi) any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Paragraph 23.13); and
        (xvii) fees and expenses (to the extent required under Paragraph 23.16).
        (c) In the case of the Target, the matters referred to in Paragraph 26.2(a)(ii) are as follows:
        (i) its opinion on the offer and the other matters referred to in Paragraph 24.2(a);
        (ii) the substance of the independent financial adviser's advice (Paragraph 24.2(b));
        (iii) any known significant changes in its financial or trading position (Paragraph 24.3);
        (iv) interests and dealings in relevant securities (Paragraph 24.4);
        (v) the service contracts of the Target's directors (Paragraph 24.5);
        (vi) any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Paragraph 24.6);
        (vii) material contracts (Paragraph 24.7(a));
        (viii) irrevocable commitments and letters of intent (Paragraph 24.7(b));
        (ix) post offer undertakings and post offer intention statements (Paragraph 24.7(c));
        (x) profit forecasts and quantified financial benefits statements (Paragraph 25.7(e)); and
        (xi) fees and expenses (to the extent required under Paragraph 24.8).
        (d) If any document or announcement published by the Bidder or the Target included a profit forecast, a quantified financial benefits statement or an asset valuation, any document subsequently published by that party in connection with the offer must, unless superseded by information included in the new document, include a statement by the directors of that party confirming:
        (i) that the profit forecast, quantified financial benefits statement or asset valuation (as appropriate) remains valid;
        (ii) where reports were obtained on a profit forecast or quantified financial benefits statement, that the reporting accountants and financial adviser(s) have confirmed that their reports continue to apply; and
        (iii) where an opinion on value was obtained on an asset valuation, that the independent valuer has confirmed that its opinion continues to apply.