• OFFER TIMETABLE AND REVISION

    • PARAGRAPH 30 PARAGRAPH 30 TIMING OF THE OFFER


      3 This Paragraph is disapplied in a scheme. See Paragraph 38.

      • 30.1 FIRST CLOSING DATE

        An offer must initially be open for at least 21 days following the date on which the offer document is published.

      • 30.2 FURTHER CLOSING DATES TO BE SPECIFIED

        In any announcement of an extension of an offer, either the next closing date must be stated or, if the offer is unconditional as to acceptances, a statement may be made that the offer will remain open until further notice. In the latter case, or if the offer will remain open for acceptances beyond the 70th day following the publication of the offer document, at least 14 days' notice must be given, before the offer is closed, to those shareholders who have not accepted by sending a notification to Target shareholders and persons with information rights.

      • 30.3 NO OBLIGATION TO EXTEND

        There is no obligation to extend an offer if the acceptance condition has not been satisfied by the first or any subsequent closing date.

      • 30.4 OFFER TO REMAIN OPEN FOR 14 DAYS AFTER UNCONDITIONAL AS TO ACCEPTANCES

        After an offer has become or is declared unconditional as to acceptances, the offer must remain open for acceptance for not less than 14 days after the date on which it would otherwise have expired (see Paragraphs 32.1 and 32.2). When, however, an offer is unconditional as to acceptances from the outset, a 14 day extension is not required but the position should be set out clearly and prominently in the offer document.

      • 30.5 NO EXTENSION STATEMENTS

        (a) A "no extension statement" is a statement that an offer will not be extended beyond a specified date unless it is unconditional as to acceptances.
        (b) If a Bidder (or its directors, officials or advisers) makes a no extension statement, and that statement is not withdrawn immediately if incorrect, the Bidder will not be allowed subsequently to extend its offer beyond the stated date, except:
        (i) where the right to do so in certain circumstances is specifically reserved at the time the no extension statement is made and those circumstances subsequently arise; or
        (ii) in wholly exceptional circumstances.
        (c) If a Bidder wishes to include a reservation to a no extension statement, the Panel must be consulted.
        (d) The provisions of Paragraph 30.4 will apply in any event.

      • 30.6 FINAL DAY RULE (FULFILMENT OF ACCEPTANCE CONDITION, TIMING AND ANNOUNCEMENT)

        (a) Except with the consent of the Panel, an offer (whether revised or not) may not become or be declared unconditional as to acceptances after midnight on the 60th day after the day the initial offer document was published. The Panel's consent will normally only be given:
        (i) if a competing firm offer has been announced; or
        (ii) if the board of the Target consents to an extension; or
        (iii) as provided for in Paragraph 30.9; or
        (iv) if the Bidder's receiving agent requests an extension for the purpose of complying with; or
        (v) when withdrawal rights are introduced under Paragraph 12.6.
        (b) Any extension to which the Panel consents must be announced by the Bidder in accordance with Paragraph 2.9. The Panel should be consulted as to whether a notification in respect of the extension should also be sent to Target shareholders and persons with information rights.
        (c) For the purpose of the acceptance condition, the Bidder may only take into account acceptances or purchases of shares in respect of which all relevant electronic instructions or documents are received by its receiving agent before the last time for acceptance set out in the Bidder's relevant document or announcement. This time must be no later than 1.00 pm on the 60th day (or any other date beyond which the Bidder has stated that its offer will not be extended). In the event of an extension with the consent of the Panel in circumstances other than those set out in paragraphs (a)(i) to (iv) above, acceptances or purchases in respect of which relevant electronic instructions or documents are received after 1.00 pm on the relevant date may only be taken into account with the agreement of the Panel, which will only be given in exceptional circumstances.
        (d) Except with the consent of the Panel, on the 60th day (or any other date beyond which the Bidder has stated that its offer will not be extended) an announcement should be made by 5.00 pm as to whether the offer is unconditional as to acceptances or has lapsed. Such announcement should include, if possible, the details required by Paragraph 16.1 but in any event must include a statement as to the current position in the count. The requirement to make an announcement by 5.00 pm should not be reflected in the terms of the offer pursuant to Paragraph 23.7, but, if there is any question of a delay in the announcement, the Panel should be consulted as soon as practicable. Only in exceptional circumstances will the Panel agree to a Bidder's request that this announcement may be made after 5.00 pm.

      • 30.7 TIME FOR FULFILMENT OF ALL OTHER CONDITIONS

        Except with the consent of the Panel, all conditions must be fulfilled or the offer must lapse within 21 days of the first closing date or of the date the offer becomes or is declared unconditional as to acceptances, whichever is the later. The Panel's consent will normally only be granted if the outstanding condition involves a material official authorisation or regulatory clearance relating to the offer and it had not been possible to obtain an extension under Paragraph 31.6.

      • 30.8 SETTLEMENT OF CONSIDERATION

        Except with the consent of the Panel, the consideration must be sent to accepting shareholders within 14 days of the later of: the first closing date of the offer, the date the offer becomes or is declared wholly unconditional or the date of receipt of an acceptance complete in all respects.

      • 30.9 TARGET ANNOUNCEMENTS AFTER DAY 39

        The board of the Target should not, except with the consent of the Panel (which should be consulted in good time), announce any material new information, including trading results, profit forecasts (including ordinary course profit forecasts), dividend forecasts, asset valuations, quantified financial benefits statements and proposals for dividend payments or for any material acquisition or disposal, after the 39th day following the publication of the initial offer document. Where a matter which might give rise to such an announcement being made after the 39th day is known to the Target, every effort should be made to bring forward the date of the announcement, but, where this is not practicable or where the matter arises after that date, the Panel will normally give its consent to a later announcement. If an announcement of the kind referred to in this Paragraph is made after the 39th day, the Panel will normally be prepared to consent to an extension to "Day 46" (see Paragraph 31.1(c)), "Day 53" (see Paragraphs 2.6(d) and (e)) and/or "Day 60" (see Paragraph 30.6(a)) as appropriate.

      • 30.10 RETURN OF DOCUMENTS OF TITLE

        If an offer lapses, all documents of title and other documents lodged with forms of acceptance must be returned as soon as practicable (and in any event within 14 days of the lapsing of the offer) and the receiving agent should immediately give instructions for the release of securities held in escrow.

    • PARAGRAPH 31 PARAGRAPH 31 REVISION

      • 31.1 PUBLICATION OF REVISED OFFER DOCUMENT

        (a) If an offer is revised, a revised offer document, drawn up in accordance with Paragraphs 23 and 26, must be sent to shareholders of the Target and persons with information rights. On the same day, the Bidder must:
        (i) publish the revised offer document on a website in accordance with Paragraph 24.1; and
        (ii) confirm to the Panel that the revised offer document has been so published so that the Panel may publish confirmation of the same on the ADGM website.
        (b) The offer must be kept open for at least 14 days following the date on which the revised offer document is published. Therefore, no revised offer document may be published in the 14 days ending on the last day the offer is able to become unconditional as to acceptances.* (See also Paragraph 30.6 and any Guidance issued thereunder.)

      • 31.2 NO INCREASE STATEMENTS

        (a) A "no increase statement" is a statement as to the finality of an offer, including a statement that the offer will not be "increased", "raised", "amended", "revised", "improved" or "changed" and any similar expression.
        (b) If a Bidder (or its directors, officials or advisers) makes a no increase statement, and that statement is not withdrawn immediately if incorrect, the Bidder will not be allowed subsequently to amend the terms of its offer in any way, even if the amendment would not result in an increase of the value of the offer (eg the introduction of a lower securities exchange alternative), except:
        (i) where it specifically reserved the right to do so in certain circumstances at the time the no increase statement was made and those circumstances subsequently arise; or
        (ii) in wholly exceptional circumstances.
        (c) If a Bidder wishes to include a reservation to a no increase statement, the Panel must be consulted.

      • 31.3 ENTITLEMENT TO REVISED CONSIDERATION

        If an offer is revised, all shareholders who accepted the original offer must be entitled to the revised consideration.

      • 31.4 NEW CONDITIONS FOR INCREASED OR IMPROVED OFFERS OR FOLLOWING A SWITCH

        Subject to the prior consent of the Panel, and only to the extent necessary to implement an increased or improved offer, or a switch to or from a scheme of arrangement, the Bidder may introduce new conditions (eg obtaining shareholders' approval or the admission to listing or admission to trading of new securities).

      • 31.5 31.5 COMPETITIVE SITUATIONS

        If a competitive situation continues to exist in the later stages of the offer period, the Panel will normally require revised offers to be announced in accordance with an auction procedure, the terms of which will be determined and announced by the Panel. Under any auction procedure, the Panel may set a deadline by which any revised offer document must be sent to Target shareholders and persons with information rights.

        • Guidance Notes on Paragraph 31.5

          The Panel should be consulted competitive situations of the type contemplated by this Paragraph.

      • 31.6 THE TARGET BOARD'S OPINION AND THE OPINIONS OF THE EMPLOYEE REPRESENTATIVES AND THE PENSION SCHEME MANAGERS

        (a) The board of the Target must send to the company's shareholders and persons with information rights a circular containing its opinion on the revised offer as required by Paragraph 24.1, drawn up in accordance with Paragraphs 24 and 26 and, at the same time:
        (i) publish the circular on a website in accordance with Paragraph 25.1; and
        (ii) confirm to the Panel that the circular has been published so that the Panel may publish confirmation of the same on the ADGM website.
        (b) Where the board of the Target receives in good time before publication of its circular on the revised offer, an opinion from
        (i) employee representatives (if there are any) on the effects of the revised offer on employment, or
        (ii) an opinion from the managers of its pension scheme on the effects of the revised offer on the pensions scheme(s),
        any such opinion must be appended to the circular. Where any such opinion is received but not in good time before publication of the Target board circular, the Target must promptly publish the opinion on a website and confirm to the Panel that the opinion has been published so that the Panel may publish confirmation on the ADGM website that it has been so published, provided that it is received no later than 14 days after the date on which the offer becomes or is declared wholly unconditional.

    • PARAGRAPH 32 PARAGRAPH 32 ALTERNATIVE OFFERS


      4 This Paragraph is disapplied in a scheme. See Paragraph 38.

      • 32.1 TIMING AND REVISION

        In general, the provisions of Paragraphs 30 and 31 apply equally to alternative offers, including cash alternatives.

      • 32.2 SHUTTING OFF CASH UNDERWRITTEN ALTERNATIVES

        Where the value of a cash underwritten alternative provided by third parties is, at the time of announcement, more than half the maximum value of the offer, a Bidder will not be obliged to keep that alternative open in accordance with Paragraphs 30.4 or 32.1 if it has sent a notification to Target shareholders and persons with information rights that it reserves the right to close it on a stated date, being not less than 14 days after the date on which the notification is published, or to extend it on that stated date. Notice under this Paragraph may not be given between the time when a competing offer has been announced and the end of the resulting competitive situation. (See also Paragraph 23.14.)

      • 32.3 REINTRODUCTION OF ALTERNATIVE OFFERS

        Where a firm statement has been made that an alternative offer will not be extended or reintroduced and that alternative has ceased to be open for acceptance, neither that alternative, nor any substantially similar alternative, may be reintroduced. Where, however, such a statement has not been made and an alternative offer has closed for acceptance, a Bidder will not be precluded from reintroducing that alternative at a later date. Reintroduction would constitute a revision of the offer and would, therefore, be subject to the requirements of, and only be permitted as provided in, Paragraph 31.

    • PARAGRAPH 33 PARAGRAPH 33 RIGHT OF WITHDRAWAL5


      5 This Paragraph is disapplied in a scheme.

      • 33.1 WHEN THE RIGHT OF WITHDRAWAL MAY BE EXERCISED

        An accepting shareholder must be entitled to withdraw his acceptance from the date which is 21 days after the first closing date of the initial offer, if the offer has not by such date become or been declared unconditional as to acceptances. This entitlement to withdraw must be exercisable until the earlier of:

        (a) the time that the offer becomes or is declared unconditional as to acceptances; and
        (b) the final time for lodgement of acceptances which can be taken into account in accordance with Paragraph 30.6.

      • 33.2 TARGET PROTECTION CONDITIONS

        An accepting shareholder must be entitled to withdraw his acceptance if so determined by the Panel in accordance with Paragraph 12.6.

      • 33.3 RETURN OF DOCUMENTS OF TITLE

        If a shareholder withdraws his acceptance, all documents of title and other documents lodged with the form of acceptance must be returned as soon as practicable following the receipt of the withdrawal (and in any event within 14 days) and the receiving agent should immediately give instructions for the release of securities held in escrow.