TMA-2.3.14
The announcement of a firm intention to make an
(a) Terms of the offer ;
(b) Identity of the offeror and, where the offeror is a company, the identity of its ultimate controlling shareholder and the identity of its ultimate parent company, or where there is a listed company in the chain between such company and its ultimate parent company, the identity of such listed company;
(c) Details of any existing holding of shares and rights over shares in the offeree company:
(i) Which the offeror owns or over which it has control or direction;
(ii) Which is owned or controlled or directed by any person acting in concert with the offeror ;
(iii) In respect of which the offeror or any person acting in concert with it has received an irrevocable commitment to accept the offer ; and
(iv) In respect of which the offeror or any person acting in concert with it holds convertible securities, warrants or options;
(d) Details of any outstanding derivative in respect of securities in the offeree company entered into by the offeror or any person acting in concert with it;
(e) All conditions (including normal conditions relating to acceptance, listing and change in capital) to which the offer is subject;
(f) Details of any arrangement (whether by way of option, indemnity or otherwise) in relation to shares of the offeror or the offeree company and which might be material to the offer . Details of any relevant securities of the offeree company in which the offeror or any person acting in concert with it has an interest or has a right to subscribe. In each case, the nature of the interests or rights concerned needs to be specified;
(g) Details of any relevant securities of the offeree company which the offeror or any person acting in concert with it has borrowed or lent, save for any borrowed shares which have been either on-lent or sold;
(h) All conditions (including normal conditions relating to acceptances, admission to listing, admission to trading and increase of capital) to which the offer or the posting of it is subject;
(i) Details of any agreements or arrangements to which the offeror is party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or the consequences of its doing so, including details of any break fees payable as a result; and
(j) Details of any arrangement for the payment of an inducement fee or similar arrangement.
Amended: October 2019
Amended: April 2013
Amended: April 2013