• RESTRICTIONS FOLLOWING OFFERS

    • PARAGRAPH 34 PARAGRAPH 34

      • 34.1 DELAY OF 12 MONTHS

        Except with the consent of the Panel, where an offer has been announced or made but has not become or been declared wholly unconditional and has been withdrawn or has lapsed, neither the Bidder, nor any person who acted in concert with the Bidder in the course of the original offer, nor any person who is subsequently acting in concert with any of them, may within 12 months from the date on which such offer is withdrawn or lapses either:

        (a) announce an offer or possible offer for the Target (including a partial offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of the Target);
        (b) acquire any interest in shares of the Target if the Bidder or any such person would thereby become obliged under Paragraph 9 to make an offer;
        (c) acquire any interest in, or procure an irrevocable commitment in respect of, shares of the Target if the shares in which such person, together with any persons acting in concert with him, would be interested and the shares in respect of which he, or they, had acquired irrevocable commitments would in aggregate carry 30% or more of the voting rights of the Target;
        (d) make any statement which raises or confirms the possibility that an offer might be made for the Target; or
        (e) take any steps in connection with a possible offer for the Target where knowledge of the possible offer might be extended outside those who need to know in the Bidder and its immediate advisers.

      • 34.2 PARTIAL OFFERS

        The restrictions in Paragraph 34.1 will also apply following a partial offer:

        (a) which could result in the Bidder and persons acting in concert with it being interested in shares carrying not less than 30% but not holding shares carrying more than 50% of the voting rights of the Target whether or not the offer has become or been declared wholly unconditional. When such an offer has become or been declared wholly unconditional, the period of 12 months runs from that date; and
        (b) for more than 50% of the voting rights of the Target which has not become or been declared wholly unconditional.

        The restrictions in Paragraph 34.1 will not normally apply following a partial offer which could only result in the Bidder and persons acting in concert with it being interested in shares carrying less than 30% of the voting rights of the Target.

      • 34.3 DELAY OF 6 MONTHS BEFORE ACQUISITIONS ABOVE THE OFFER VALUE

        Except with the consent of the Panel, if a person, together with any person acting in concert with him, holds shares carrying more than 50% of the voting rights of a company, neither that person nor any person acting in concert with him may, within 6 months of the closure of any previous offer made by him to the shareholders of that company which became or was declared wholly unconditional, make a second offer to any shareholder in that company, or acquire any interest in shares in that company, on more favourable terms than those made available under the previous offer (see also Paragraph 6.2(a)). For this purpose the value of a securities exchange offer shall be calculated as at the date the offer closed. In addition, special deals with favourable conditions attached may not be entered into during this 6 months period (see also Paragraph 15.1).

      • 34.4 RESTRICTIONS ON DEALINGS BY A COMPETING BIDDER WHOSE OFFER HAS LAPSED

        Except with the consent of the Panel, where an offer has been one of two or more competing offers and has lapsed, neither that Bidder, nor any person acting in concert with that Bidder, may acquire any interest in shares in the Target on more favourable terms than those made available under its lapsed offer until each of the competing offers has either been declared unconditional in all respects or has itself lapsed. For these purposes, the value of the lapsed offer shall be calculated as at the day the offer lapsed.