Shareholdings and Dealings

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

(a) The shareholdings of the offeree company in the offeror;
(b) The shareholdings in the offeree company and in the offeror in which directors of the offeree company are interested;
(c) The shareholdings in the offeree company and in the offeror (in the case of a securities exchange offer only):
(i) Owned or controlled by the independent professional adviser to the offeree company; or
(ii) By funds whose investments are managed by the adviser on a discretionary basis; and
(d) Whether the directors of the offeree company intend, in respect of their own beneficial shareholdings, to accept or reject the offer.

If in any of the above categories there are no shareholdings, then this fact should be stated. Where the persons mentioned above have dealt for value in shares during the six months prior to the offer period, the same should be disclosed (whether there is an existing holding or not).

The above disclosure details must include dates and prices of the transaction.

Amended: April 2013