• PARAGRAPH 31 PARAGRAPH 31 REVISION

    • 31.1 PUBLICATION OF REVISED OFFER DOCUMENT

      (a) If an offer is revised, a revised offer document, drawn up in accordance with Paragraphs 23 and 26, must be sent to shareholders of the Target and persons with information rights. On the same day, the Bidder must:
      (i) publish the revised offer document on a website in accordance with Paragraph 24.1; and
      (ii) confirm to the Panel that the revised offer document has been so published so that the Panel may publish confirmation of the same on the ADGM website.
      (b) The offer must be kept open for at least 14 days following the date on which the revised offer document is published. Therefore, no revised offer document may be published in the 14 days ending on the last day the offer is able to become unconditional as to acceptances.* (See also Paragraph 30.6 and any Guidance issued thereunder.)

    • 31.2 NO INCREASE STATEMENTS

      (a) A "no increase statement" is a statement as to the finality of an offer, including a statement that the offer will not be "increased", "raised", "amended", "revised", "improved" or "changed" and any similar expression.
      (b) If a Bidder (or its directors, officials or advisers) makes a no increase statement, and that statement is not withdrawn immediately if incorrect, the Bidder will not be allowed subsequently to amend the terms of its offer in any way, even if the amendment would not result in an increase of the value of the offer (eg the introduction of a lower securities exchange alternative), except:
      (i) where it specifically reserved the right to do so in certain circumstances at the time the no increase statement was made and those circumstances subsequently arise; or
      (ii) in wholly exceptional circumstances.
      (c) If a Bidder wishes to include a reservation to a no increase statement, the Panel must be consulted.

    • 31.3 ENTITLEMENT TO REVISED CONSIDERATION

      If an offer is revised, all shareholders who accepted the original offer must be entitled to the revised consideration.

    • 31.4 NEW CONDITIONS FOR INCREASED OR IMPROVED OFFERS OR FOLLOWING A SWITCH

      Subject to the prior consent of the Panel, and only to the extent necessary to implement an increased or improved offer, or a switch to or from a scheme of arrangement, the Bidder may introduce new conditions (eg obtaining shareholders' approval or the admission to listing or admission to trading of new securities).

    • 31.5 31.5 COMPETITIVE SITUATIONS

      If a competitive situation continues to exist in the later stages of the offer period, the Panel will normally require revised offers to be announced in accordance with an auction procedure, the terms of which will be determined and announced by the Panel. Under any auction procedure, the Panel may set a deadline by which any revised offer document must be sent to Target shareholders and persons with information rights.

      • Guidance Notes on Paragraph 31.5

        The Panel should be consulted competitive situations of the type contemplated by this Paragraph.

    • 31.6 THE TARGET BOARD'S OPINION AND THE OPINIONS OF THE EMPLOYEE REPRESENTATIVES AND THE PENSION SCHEME MANAGERS

      (a) The board of the Target must send to the company's shareholders and persons with information rights a circular containing its opinion on the revised offer as required by Paragraph 24.1, drawn up in accordance with Paragraphs 24 and 26 and, at the same time:
      (i) publish the circular on a website in accordance with Paragraph 25.1; and
      (ii) confirm to the Panel that the circular has been published so that the Panel may publish confirmation of the same on the ADGM website.
      (b) Where the board of the Target receives in good time before publication of its circular on the revised offer, an opinion from
      (i) employee representatives (if there are any) on the effects of the revised offer on employment, or
      (ii) an opinion from the managers of its pension scheme on the effects of the revised offer on the pensions scheme(s),
      any such opinion must be appended to the circular. Where any such opinion is received but not in good time before publication of the Target board circular, the Target must promptly publish the opinion on a website and confirm to the Panel that the opinion has been published so that the Panel may publish confirmation on the ADGM website that it has been so published, provided that it is received no later than 14 days after the date on which the offer becomes or is declared wholly unconditional.