OFFEREE BOARD CIRCULARS

24.1 Recommendations of offeree board and financial adviser

(a) The offeree board circular should indicate whether or not the board of directors of the offeree company recommends to shareholders the acceptance or rejection of take-over offer(s) made, or to be made, by the offeror.

(b) The board of the offeree company must obtain competent independent advice on any offer and the substance of such advice must be made known to its shareholders in the offeree board circular.

(c) If any document issued to shareholders of the offeree company in connection with an offer includes a recommendation or an opinion of a financial adviser for or against acceptance of the offer, the document must, unless issued by the financial adviser in question, include a statement that the financial adviser has given and not withdrawn his consent to the issue of the document with the inclusion of his recommendation or opinion in the form and context in which it is included.

NOTES ON RULE 24.1

1. When a board has effective control

A board whose shareholdings confer effective control over a company which is the subject of an offer must carefully examine the reasons behind the advice it gives to shareholders and must be prepared to explain its decisions publicly.

Shareholders in companies which are effectively controlled by the directors must accept that in respect of any offer the attitude of their board will be decisive.

2. Split boards

If the board of the offeree company is split in its views on the offer, the directors who hold dissenting views and are the minority on the board should also publish their views. The Council will normally require that the offeree company circulate such directors' views to its shareholders.

3. Conflicts of interests

Directors who have an irreconcilable conflict of interests and those who have been exempted by the Council from making recommendations to shareholders on an offer should not join with the remainder of the board in the expression of its views on the offer. In such cases, the reasons for their exclusion should be clearly explained to shareholders. In the case where all the directors on the offeree company board have been exempted by the Council, the responsibility for making a recommendation to shareholders shall reside primarily with the independent financial adviser.

4. Updated recommendations

The Council will normally not object to the offeree board issuing an updated recommendation to its shareholders if the circumstances justify it. For example, the offeree board may decide to recommend an offer, after having rejected it initially, when the offeror increases the offer price. It is not acceptable, however, for the offeree board or its adviser to make a recommendation on the offer merely for tactical purposes when such recommendation is not in the best interests of all shareholders. The offeree board must give its shareholders sufficient time to consider the updated recommendation. To ensure prompt and wide dissemination of the updated recommendation, a paid press notice may be needed.

24.2 Views of the board on the offeror's plans for the company and its employees Where relevant, the board of the offeree company should comment in a letter to its shareholders on statements regarding the offeror's intentions with respect to the offeree company and its employees made pursuant to Rule 23.2.

24.3 Shareholdings and dealings

(a) The document of the offeree company advising its shareholders on an offer (whether recommending acceptance or rejection of the offer) must state:-

(i) the shareholdings of the offeree company in the offeror;

(ii) the shareholdings in the offeree company and in the offeror in which

(iii) the shareholdings in the offeree company and in the offeror (in the case of a securities exchange offer only) owned or controlled by the independent financial adviser to the offeree company, or by funds whose investments are managed by the adviser on a discretionary basis (the funds need not be named); and

(iv) whether the directors of the offeree company intend, in respect of their own beneficial shareholdings, to accept or reject the offer.

(b) If in any of the above categories [with the exception of paragraph (a)(iii)] there are no shareholdings, then this fact should be stated.

(c) If any party whose shareholdings are required by paragraph (a) to be disclosed has dealt for value in the shares in question during the period commencing 6 months prior to the beginning of the offer period and ending with the latest practicable date prior to the posting of the offeree board circular, the details, including dates and prices, must be stated. If no such deals have been made, this fact should be stated.

NOTES ON RULE 24.3 1. Shareholdings

References in this Rule to shareholdings include-

(a) for shareholdings in the offeree company, holdings of:-

(i) securities which are being offered for or which carry voting rights; and

(ii) convertible securities, warrants, options and derivatives in respect of (i); and

(b) for shareholdings in the offeror company, holdings of:-

(i) equity share capital;

(ii) securities which carry substantially the same rights as any to be issued as consideration for the offer; and

(iii) convertible securities, warrants, options and derivatives in respect of (i) or (ii).

2. "Interested" in Shareholdings

References to directors being 'interested' in shareholdings should be interpreted according to section 164 of the Companies Act.

3. Conversion rights and options

Where holdings of conversion or subscription rights or options (including traded options) are disclosed, the exercise period and exercise price must be given. Where dealings in options are disclosed, the date of buying, granting or writing the options, the exercise period, the exercise price and any option money paid or received must be stated.

4. Commitments to accept an offer

The offeree board circular must specify the circumstances, if any, under which commitments to accept the offer will cease to be binding.

5. When directors resign

When, as part of the transaction leading to an offer being made, some or all of the directors of the offeree company resign, this Rule applies to them and their shareholdings and dealings must be disclosed in the circular in the usual way.

24.4 Financial Information

Except with the Council’s consent, the offeree circular must contain the following information about the offeree company:-

(a) names, descriptions and addresses of its directors;

(b) its principal activities;

(c) details, for the last three financial years, of turnover, exceptional items, net profit or loss before and after tax, minority interests, net earnings per share and net dividends per share;

(d) a statement of the assets and liabilities shown in the last published audited accounts;

(e) particulars of all known material changes in the financial position of the company subsequent to the last published audited accounts or a statement that there are no such known material changes;

(f) details relating to items referred to in (c) in respect of any interim statement or preliminary announcement made since the last published audited accounts;

(g) significant accounting policies together with any points from the notes of the accounts which are of major relevance for the interpretation of the accounts;

and

(h) where, because of a change in accounting policy, figures are not comparable to a material extent, this should be disclosed and the approximate amount of the resultant variation should be stated.

24.5 Share capital of the offeree company

The following information about the offeree should be disclosed:-

(a) the authorised and issued capital, and the rights of the shareholders in respect of capital, dividends and voting;

(b) the number of shares issued since the end of the last financial year;

(c) details of outstanding instruments convertible into, rights to subscribe for, and options in respect of, securities being offered for or which carry voting rights affecting shares in the offeree company; and

(d) if the shares to which the offer relates are not quoted or dealt in on a securities exchange, all the information which the offeree company may have

as to the number, amount and price at which any such shares have been sold during the period starting from the 6 months preceding the date of the initial announcement until the latest practicable date prior to the publication of the offeree board circular.

24.6 Material contracts

The offeree circular should contain a summary of the principal contents of each material contract with interested persons (not being a contract entered into in the ordinary course of business) entered into by the offeree company or any of its subsidiaries during the period beginning three years before the commencement of the offer period, including particulars of dates, parties, terms and conditions and any consideration passing to or from the offeree company or any of its subsidiaries.

NOTE ON RULE 24.6

"Interested person"

An interested person is as defined in Note on Rule 23.12.

24.7 Directors' service contracts

Documents sent to shareholders of the offeree company recommending acceptance or rejection of offers must contain particulars of all service contracts of any director or proposed director with the offeree company or any of its subsidiaries which have more than 12 months to run and which cannot be terminated by the company within the next 12 months without paying any compensation. If there are no such contracts, this fact should be stated. If any such contracts have been entered into or amended during the period between the start of 6 months preceding the date of the initial announcement and the latest practicable date prior to the publication of the offeree board circular, particulars of the earlier contracts (if any) which have been amended or replaced as well as the current contracts must be disclosed. If there have been no new contracts or amendments to existing contracts, this should be stated.

NOTES ON RULE 24.7

1. Service contracts of directors of offeree company

For the purpose of this Rule, the following particulars of service contracts should be disclosed:-

(a) the name of the director or proposed director under contract;

(b) the expiry date of the contract;

(c) the amount of fixed remuneration payable under the contract (irrespective of whether received as a director or for management, but excluding arrangements for company payments in respect of a pension or similar scheme); and

(d) the amount of any variable remuneration payable under the contract (e.g. commission on profits) with details of the formula for calculating such remuneration.

Where there is more than one contract, a statement of the aggregate remuneration payable thereunder is normally regarded as fulfilling the requirements under (c) and (d) above, except to the extent that this method would conceal material anomalies which ought to be disclosed (e.g. because one director is remunerated at a very much higher rate than the others). It is not regarded as sufficient to refer to the latest annual accounts, indicating the information regarding service contracts may be found there, or to state that the contracts are open for inspection at a specified place.

24.8 Arrangements affecting directors

Information on the following arrangements must be provided, if any:-

(a) details of any payment or other benefit which will be made or given to any director of the offeree company or of any other corporation which is by virtue of section 6 of the Companies Act deemed to be related to that company, as compensation for loss of office or otherwise in connection with the offer;

(b) details of any agreement or arrangement made between any director of the offeree company and any other person in connection with or conditional upon the outcome of the offer ; and

(c) details of any material contract entered into by the offeror in which any director of the offeree company has a material personal interest, whether direct or indirect.