• PARAGRAPH 6 PARAGRAPH 6 ACQUISITIONS RESULTING IN AN OBLIGATION TO OFFER A MINIMUM LEVEL OF CONSIDERATION

    • 6.1 ACQUISITIONS BEFORE A FIRM OFFER ANNOUNCEMENT

      Except with the consent of the Panel in cases falling under (a) or (b), when a Bidder or any person acting in concert with it has acquired an interest in shares in the Target:

      (a) within the three month period prior to the commencement of the offer period; or
      (b) during the period, if any, between the commencement of the offer period and an announcement made by the Bidder in accordance with Paragraph 2.7; or
      (c) prior to the three month period referred to in (a), if in the view of the Panel there are circumstances which render such a course necessary in order to give effect to General Principle 1,

      the offer to the holders of shares of the same class shall not be on less favourable terms.

      If an acquisition of an interest in shares in the Target has given rise to an obligation under Paragraph 11, compliance with that Paragraph will normally be regarded as satisfying any obligation under this Paragraph in respect of that acquisition.

      In the case of paragraph (b), an immediate announcement may be required in accordance with the Guidance Notes issued under Paragraph 7.1.

    • 6.2 ACQUISITIONS AFTER A FIRM OFFER ANNOUNCEMENT

      (a) If, after an announcement made in accordance with Paragraph 2.7 and before the offer closes for acceptance, a Bidder or any person acting in concert with it acquires any interest in shares at above the offer price (being the then current value of the offer), it shall increase its offer to not less than the highest price paid for the interest in shares so acquired.
      (b) Immediately after the acquisition, the Bidder must announce that a revised offer will be made in accordance with this Paragraph (see also Paragraph 32). Whenever practicable, the announcement should also state the nature of the interest, the number of shares concerned and the price paid.
      (c) Acquisitions of interests in shares in the Target may also give rise to an obligation under Paragraph 11. Where an obligation is incurred under Paragraph 11 by reason of any such acquisition, compliance with that Paragraph will normally be regarded as satisfying any obligation under this Paragraph in respect of that acquisition.