(a) Except with the consent of the Panel, neither the Target nor any person acting in concert with it may enter into any offer related arrangement with either the Bidder or any person acting in concert with it during an offer period or when an offer is reasonably in contemplation.
(b) An offer related arrangement means any agreement, arrangement or commitment in connection with an offer, including any inducement fee arrangement or other arrangement having a similar or comparable financial or economic effect, but excluding:
(i) a commitment to maintain the confidentiality of information provided that it does not include any other provisions prohibited by Paragraphs 20.2(a) or 2.3(d) or otherwise under the Takeover Rules ;
(ii) a commitment not to solicit employees, customers or suppliers;
(iii) a commitment to provide information or assistance for the purposes of obtaining any official authorisation or regulatory clearance;
(iv) irrevocable commitments and letters of intent;
(v) any agreement, arrangement or commitment which imposes obligations only on a Bidder or any person acting in concert with it, other than in the context of a reverse takeover;
(vi) any agreement relating to any existing employee incentive arrangement; and
(vii) an agreement between a Bidder and the managers of any of the Target's pension schemes in relation to the future funding of the pension scheme.
(c) If there is any doubt as to whether any proposed agreement, arrangement or commitment is subject to this Paragraph, the Panel should be consulted at the earliest opportunity.