• PARAGRAPH 25 PARAGRAPH 25 DOCUMENTS TO BE PUBLISHED ON A WEBSITE

    • 25.1 DOCUMENTS, ANNOUNCEMENTS AND INFORMATION TO BE PUBLISHED ON A WEBSITE DURING AN OFFER

      (a) The following documents, announcements and information must be published on a website by the Bidder or Target, as relevant, by no later than 12 noon on the business day following the date of the relevant document, announcement or information:
      (i) any document or information in relation to an offer sent to shareholders, persons with information rights or other relevant persons in accordance with Paragraph 29.1; or
      (ii) any announcement published on the ADGM website in connection with the offer (whether related to the offer or not).
      (b) Any such document, announcement or information must include the address of the website on which it will be published. This address must be for either the webpage on which the relevant document, announcement or information may be found or a webpage which includes a clear link to the relevant webpage.

    • 25.2 DOCUMENTS TO BE PUBLISHED ON A WEBSITE FOLLOWING THE ANNOUNCEMENT OF A FIRM OFFER

      The following documents must be published on a website by no later than 12 noon on the business day following the announcement of a firm intention to make an offer (or, if later, the date of the relevant document):

      (a) any irrevocable commitment or letter of intent procured by the Bidder or Target (as appropriate) or any person acting in concert with it;
      (b) any documents relating to the financing of the offer (Paragraph 23.3(f));
      (c) any agreements or arrangements, or, if not reduced to writing, a memorandum of the terms of such agreements or arrangements, of the kind referred to in Note 11 on the definition of acting in concert;
      (d) any offer related arrangement or other agreement, arrangement or commitment permitted under, or excluded from, Paragraph 20.2; and
      (e) any agreements or arrangements, or, if not reduced to writing, a memorandum of all the terms of such agreements or arrangements, which relate to the circumstances in which the Bidder may or may not invoke or seek to invoke a pre condition or a condition to its offer (Paragraph 2.7(c)(iv)).

    • 25.3 DOCUMENTS TO BE PUBLISHED ON A WEBSITE FOLLOWING THE MAKING OF AN OFFER

      The following documents must be published on a website from the time the offer document or Target board circular, as appropriate, is published (or, if later, the date of the relevant document):

      (a) memorandum and articles of association of the Bidder or the Target or equivalent documents;
      (b) any report, letter, valuation or other document any part of which is exhibited or referred to in any document published by or on behalf of the Bidder or the Target (other than the service contracts of Target directors and any material contracts that are not entered into in connection with the offer);
      (c) any written consents of an independent financial adviser to the inclusion of its advice in the relevant document in the form and context in which it is included (Paragraph 23.3(a));
      (d) any material contract entered into by a Bidder or the Target, or any of their respective subsidiaries, in connection with the offer that is:
      (i) described in the offer document or Target board circular (as appropriate) in compliance with Paragraph 23.3(a), Paragraph 23.3(b) or Paragraph 24.7(a); or
      (ii) entered into after the publication of the offer document or Target board circular (as appropriate);
      (e) where a profit forecast or quantified financial benefits statement has been published:
      (i) the reports of the reporting accountants and of the financial advisers (Paragraphs 27.1(a) and (b)); and
      (ii) the written consents of the reporting accountants and of the financial advisers to the inclusion of their reports in the relevant document in the form and context in which they are included (Paragraph 22.3(b)) and, if appropriate, the confirmations that their reports continue to apply (Paragraph 27.2(d));
      (f) where an asset valuation has been published:
      (i) the valuation certificate and associated report or schedule containing details of the aggregate valuation (Paragraph 28.5(c)); and
      (ii) the written consent of the independent valuer to the inclusion of its opinion on value in the relevant document in the form and context in which it is included (Paragraph 22.3(c)) and, if appropriate, the confirmation that its report continues to apply (Paragraph 26.2(d));
      (g) where the Panel has given consent to aggregation of dealings, a full list of all dealings; and
      (h) all derivative contracts which in whole or in part have been disclosed under Paragraphs 23.4(a) and (c) and 24.4(a) and (c) or in accordance with Paragraphs 8.1, 8.2 or 8.4. Documents in respect of the last mentioned must be published from the time the offer document or the Target board circular is published or from the time of disclosure, whichever is the later.