PARAGRAPH 30 PARAGRAPH 30 TIMING OF THE OFFER
3 This Paragraph is disapplied in a scheme. See Paragraph 38.
30.1 FIRST CLOSING DATE
An offer must initially be open for at least 21 days following the date on which the offer document is published.
30.2 FURTHER CLOSING DATES TO BE SPECIFIED
In any announcement of an extension of an offer, either the next closing date must be stated or, if the offer is unconditional as to acceptances, a statement may be made that the offer will remain open until further notice. In the latter case, or if the offer will remain open for acceptances beyond the 70th day following the publication of the offer document, at least 14 days' notice must be given, before the offer is closed, to those shareholders who have not accepted by sending a notification to Target shareholders and persons with information rights.
30.3 NO OBLIGATION TO EXTEND
There is no obligation to extend an offer if the acceptance condition has not been satisfied by the first or any subsequent closing date.
30.4 OFFER TO REMAIN OPEN FOR 14 DAYS AFTER UNCONDITIONAL AS TO ACCEPTANCES
After an offer has become or is declared unconditional as to acceptances, the offer must remain open for acceptance for not less than 14 days after the date on which it would otherwise have expired (see Paragraphs 32.1 and 32.2). When, however, an offer is unconditional as to acceptances from the outset, a 14 day extension is not required but the position should be set out clearly and prominently in the offer document.
30.5 NO EXTENSION STATEMENTS(a) A "no extension statement" is a statement that an offer will not be extended beyond a specified date unless it is unconditional as to acceptances.(b) If a Bidder (or its directors, officials or advisers) makes a no extension statement, and that statement is not withdrawn immediately if incorrect, the Bidder will not be allowed subsequently to extend its offer beyond the stated date, except:(i) where the right to do so in certain circumstances is specifically reserved at the time the no extension statement is made and those circumstances subsequently arise; or(ii) in wholly exceptional circumstances.(c) If a Bidder wishes to include a reservation to a no extension statement, the Panel must be consulted.(d) The provisions of Paragraph 30.4 will apply in any event.
30.6 FINAL DAY RULE (FULFILMENT OF ACCEPTANCE CONDITION, TIMING AND ANNOUNCEMENT)(a) Except with the consent of the Panel, an offer (whether revised or not) may not become or be declared unconditional as to acceptances after midnight on the 60th day after the day the initial offer document was published. The Panel's consent will normally only be given:(i) if a competing firm offer has been announced; or(ii) if the board of the Target consents to an extension; or(iii) as provided for in Paragraph 30.9; or(iv) if the Bidder's receiving agent requests an extension for the purpose of complying with; or(v) when withdrawal rights are introduced under Paragraph 12.6.(b) Any extension to which the Panel consents must be announced by the Bidder in accordance with Paragraph 2.9. The Panel should be consulted as to whether a notification in respect of the extension should also be sent to Target shareholders and persons with information rights.(c) For the purpose of the acceptance condition, the Bidder may only take into account acceptances or purchases of shares in respect of which all relevant electronic instructions or documents are received by its receiving agent before the last time for acceptance set out in the Bidder's relevant document or announcement. This time must be no later than 1.00 pm on the 60th day (or any other date beyond which the Bidder has stated that its offer will not be extended). In the event of an extension with the consent of the Panel in circumstances other than those set out in paragraphs (a)(i) to (iv) above, acceptances or purchases in respect of which relevant electronic instructions or documents are received after 1.00 pm on the relevant date may only be taken into account with the agreement of the Panel, which will only be given in exceptional circumstances.(d) Except with the consent of the Panel, on the 60th day (or any other date beyond which the Bidder has stated that its offer will not be extended) an announcement should be made by 5.00 pm as to whether the offer is unconditional as to acceptances or has lapsed. Such announcement should include, if possible, the details required by Paragraph 16.1 but in any event must include a statement as to the current position in the count. The requirement to make an announcement by 5.00 pm should not be reflected in the terms of the offer pursuant to Paragraph 23.7, but, if there is any question of a delay in the announcement, the Panel should be consulted as soon as practicable. Only in exceptional circumstances will the Panel agree to a Bidder's request that this announcement may be made after 5.00 pm.
30.7 TIME FOR FULFILMENT OF ALL OTHER CONDITIONS
Except with the consent of the Panel, all conditions must be fulfilled or the offer must lapse within 21 days of the first closing date or of the date the offer becomes or is declared unconditional as to acceptances, whichever is the later. The Panel's consent will normally only be granted if the outstanding condition involves a material official authorisation or regulatory clearance relating to the offer and it had not been possible to obtain an extension under Paragraph 31.6.
30.8 SETTLEMENT OF CONSIDERATION
Except with the consent of the Panel, the consideration must be sent to accepting shareholders within 14 days of the later of: the first closing date of the offer, the date the offer becomes or is declared wholly unconditional or the date of receipt of an acceptance complete in all respects.
30.9 TARGET ANNOUNCEMENTS AFTER DAY 39
The board of the Target should not, except with the consent of the Panel (which should be consulted in good time), announce any material new information, including trading results, profit forecasts (including ordinary course profit forecasts), dividend forecasts, asset valuations, quantified financial benefits statements and proposals for dividend payments or for any material acquisition or disposal, after the 39th day following the publication of the initial offer document. Where a matter which might give rise to such an announcement being made after the 39th day is known to the Target, every effort should be made to bring forward the date of the announcement, but, where this is not practicable or where the matter arises after that date, the Panel will normally give its consent to a later announcement. If an announcement of the kind referred to in this Paragraph is made after the 39th day, the Panel will normally be prepared to consent to an extension to "Day 46" (see Paragraph 31.1(c)), "Day 53" (see Paragraphs 2.6(d) and (e)) and/or "Day 60" (see Paragraph 30.6(a)) as appropriate.
30.10 RETURN OF DOCUMENTS OF TITLE
If an offer lapses, all documents of title and other documents lodged with forms of acceptance must be returned as soon as practicable (and in any event within 14 days of the lapsing of the offer) and the receiving agent should immediately give instructions for the release of securities held in escrow.