• PARAGRAPH 11 PARAGRAPH 11 NATURE OF CONSIDERATION TO BE OFFERED

    • 11.1 WHEN A CASH OFFER IS REQUIRED

      Except with the consent of the Panel in cases falling under (a) or (b), a cash offer is required where:

      (a) the shares of any class under offer in the Target in which interests are acquired for cash by a Bidder and any person acting in concert with it during the offer period and within 12 months prior to its commencement carry 10% or more of the voting rights currently exercisable at a class meeting of that class, in which case the offer for that class shall be in cash or accompanied by a cash alternative at not less than the highest price paid by the Bidder or any person acting in concert with it for any interest in shares of that class acquired during the offer period and within 12 months prior to its commencement; or
      (b) subject to paragraph (a) above, any interest in shares of any class under offer in the Target is acquired for cash by a Bidder or any person acting in concert with it during the offer period, in which case the offer for that class shall be in cash or accompanied by a cash alternative at not less than the highest price paid by the Bidder or any person acting in concert with it for any interest in shares of that class acquired during the offer period; or
      (c) in the view of the Panel there are circumstances which render such a course necessary in order to give effect to General Principle 1.

    • 11.2 WHEN A SECURITIES OFFER IS REQUIRED

      Where interests in shares of any class of the Target carrying 10% or more of the voting rights currently exercisable at a class meeting of that class have been acquired by a Bidder and any person acting in concert with it in exchange for securities in the three months prior to the commencement of and during the offer period, such securities will normally be required to be offered to all other holders of shares of that class.

      Unless the vendor or other party to the transaction giving rise to the interest is required to hold the securities received or receivable until either the offer has lapsed or the offer consideration has been sent to accepting shareholders, an obligation to make an offer in cash or to provide a cash alternative will also arise under Paragraph 11.1.

    • 11.3 DISPENSATION FROM HIGHEST PRICE

      If the Bidder considers that the highest price (for the purpose of Paragraphs 11.1 and 11.2) should not apply in a particular case, the Bidder should consult the Panel, which has discretion to agree an adjusted price.

    • Guidance on Paragraph 11

      The Panel should be consulted in circumstances where the consideration offered to selling shareholders is calculated by reference to a formula related to the net assets of the Target.