SCHEDULES

C1F1SCHEDULE 1CRules of the Takeover Panel: general principles and other provision

Annotations:
Modifications etc. (not altering text)

PART 2Other provision

Protection of minority shareholders, the mandatory takeover bid and the equitable price

9

1

Rules must ensure that the offeror may offer by way of consideration for the securities which are the subject of the mandatory takeover bid—

a

securities,

b

cash, or

c

a combination of both.

2

Rules must ensure that cash must be offered—

a

as an alternative where the consideration offered does not consist of liquid securities admitted to trading on a UK regulated market, and

b

at least as an alternative where the securities purchased for cash over a relevant period by the offeror or by persons acting in concert with the offeror, taken together, carry 5% or more of the voting rights in the offeree company.

3

“A relevant period” is a period—

a

beginning at the same time as the period determined in accordance with paragraph 8(1), and

b

ending when the offer closes for acceptance.

4

Rules may require that cash must be offered, at least as an alternative, in all cases.