• PARAGRAPH 26 PARAGRAPH 26 MATERIAL CHANGES AND SUBSEQUENT DOCUMENTS

    • 26.1 MATERIAL CHANGES

      (a) Except with the consent of the Panel, following the publication of the initial offer document or Target board circular (as appropriate) and until the end of the offer period, the Bidder or the Target (as appropriate) must promptly announce:
      (i) any changes in information disclosed in any document or announcement published by it in connection with the offer which are material in the context of that document or announcement; and
      (ii) any material new information which would have been required to have been disclosed in any previous document or announcement published during the offer period, had it been known at the time.
      (b) Where an announcement is required to be made under Paragraph 26.1(a), the Panel may, in addition, require a document setting out the relevant information to be:
      (i) sent to shareholders in the Target and persons with information rights; and
      (ii) made readily available to the Target's employees.

    • 26.2 SUBSEQUENT DOCUMENTS

      (a) If, following the publication of the initial offer document or Target board circular (as appropriate) and before the end of the offer period, a Bidder or the Target publishes any subsequent document in connection with the offer, that document must include:
      (i) any changes in information disclosed in any previous document published by it in connection with the offer which are material in the context of that document (or a statement that there have been no such material changes); and
      (ii) details of any material changes to the matters listed in Paragraph 26.2(b) (in the case of a Bidder) or in Paragraph 26.2(c) (in the case of the Target) which have occurred since the publication of any previous document published by it in connection with the offer (or a statement that there have been no such material changes).
      (b) In the case of a Bidder, the matters referred to in Paragraph 26.2(a)(ii) are as follows:
      (i) its intentions with regard to the matters referred to in Paragraph 23.2;
      (ii) any known significant change in its or the Target's financial or trading position (to the extent required under Paragraph 23.3(a)(v));
      (iii) material contracts (Paragraph 23.3(a)(vii));
      (iv) ratings and outlooks (Paragraph 23.3(c));
      (v) the terms of the offer (Paragraph 23.3(d)(v));
      (vi) any agreements or arrangements which relate to the invocation of the conditions to its offer (Paragraph 23.3(d)(ix));
      (vii) irrevocable commitments and letters of intent (Paragraph 23.3(d)(x));
      (viii) post offer undertakings (Paragraph 23.3(d)(xv));
      (ix) any offer related arrangements etc. permitted under, or excluded from, Paragraph 20.2 (Paragraph 23.3(d)(xvi));
      (x) profit forecasts and quantified financial benefits statements (Paragraph 23.3(d)(xviii));
      (xi) financing arrangements (Paragraph 23.3(f));
      (xii) interests and dealings in relevant securities (Paragraph 23.4);
      (xiii) the effect of the offer on the emoluments of the Bidder's directors (Paragraph 23.5);
      (xiv) any special arrangements, including management incentivisation arrangements (Paragraph 15.2 and Paragraph 23.6);
      (xv) the ultimate owner of any securities acquired (Paragraph 23.9);
      (xvi) any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Paragraph 23.13); and
      (xvii) fees and expenses (to the extent required under Paragraph 23.16).
      (c) In the case of the Target, the matters referred to in Paragraph 26.2(a)(ii) are as follows:
      (i) its opinion on the offer and the other matters referred to in Paragraph 24.2(a);
      (ii) the substance of the independent financial adviser's advice (Paragraph 24.2(b));
      (iii) any known significant changes in its financial or trading position (Paragraph 24.3);
      (iv) interests and dealings in relevant securities (Paragraph 24.4);
      (v) the service contracts of the Target's directors (Paragraph 24.5);
      (vi) any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Paragraph 24.6);
      (vii) material contracts (Paragraph 24.7(a));
      (viii) irrevocable commitments and letters of intent (Paragraph 24.7(b));
      (ix) post offer undertakings and post offer intention statements (Paragraph 24.7(c));
      (x) profit forecasts and quantified financial benefits statements (Paragraph 25.7(e)); and
      (xi) fees and expenses (to the extent required under Paragraph 24.8).
      (d) If any document or announcement published by the Bidder or the Target included a profit forecast, a quantified financial benefits statement or an asset valuation, any document subsequently published by that party in connection with the offer must, unless superseded by information included in the new document, include a statement by the directors of that party confirming:
      (i) that the profit forecast, quantified financial benefits statement or asset valuation (as appropriate) remains valid;
      (ii) where reports were obtained on a profit forecast or quantified financial benefits statement, that the reporting accountants and financial adviser(s) have confirmed that their reports continue to apply; and
      (iii) where an opinion on value was obtained on an asset valuation, that the independent valuer has confirmed that its opinion continues to apply.