• PARTIAL OFFERS

    • PARAGRAPH 35 PARAGRAPH 35

      • 35.1 PANEL'S CONSENT REQUIRED

        The Panel's consent is required for any partial offer. In the case of an offer which could not result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of a company, consent will normally be granted.

      • 35.2 ACQUISITIONS BEFORE THE OFFER

        In the case of an offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more but holding less than 100% of the voting rights of a company, such consent will not normally be granted if the Bidder or persons acting in concert with it have acquired, selectively or in significant numbers, interests in shares in the Target during the 12 months preceding the application for consent or if interests in shares have been acquired at any time after the partial offer was reasonably in contemplation.

      • 35.3 ACQUISITIONS DURING AND AFTER THE OFFER

        The Bidder and persons acting in concert with it may not acquire any interest in shares in the Target during the offer period. In addition, in the case of a successful partial offer, neither the Bidder, nor any person who acted in concert with the Bidder in the course of the partial offer, nor any person who is subsequently acting in concert with any of them, may, except with the consent of the Panel, acquire any interest in such shares during a period of 12 months after the end of the offer period.

      • 35.4 OFFER FOR BETWEEN 30% AND 50%

        When an offer is made which could result in the Bidder and persons acting in concert with it being interested in shares carrying not less than 30% but not holding shares carrying more than 50% of the voting rights of a company, the precise number of shares offered for must be stated and the offer may not be declared unconditional as to acceptances unless acceptances are received for not less than that number.

      • 35.5 OFFER FOR 30% OR MORE REQUIRES 50% APPROVAL

        Any offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of a company must be conditional, not only on the specified number of acceptances being received, but also on approval of the offer, normally signified by means of a separate box on the form of acceptance, being given in respect of over 50% of the voting rights held by shareholders who are independent of the Bidder and persons acting in concert with it. This requirement may on occasion be waived if over 50% of the voting rights of the Target are held by one shareholder.

      • 35.6 WARNING ABOUT CONTROL POSITION

        In the case of a partial offer which could result in the Bidder, either alone or with persons acting in concert with it, holding shares carrying over 50% of the voting rights of the Target, the offer document must contain specific and prominent reference to this and to the fact that, if the offer succeeds, the Bidder or, where appropriate, the Bidder and persons acting in concert with it, will be free, subject to Paragraph 35.3, to acquire further interests in shares without incurring any obligation under Paragraph 9 to make a general offer.

      • 35.7 SCALING DOWN

        Partial offers must be made to all shareholders of the class and arrangements must be made for those shareholders who wish to do so to accept in full for the relevant percentage of their holdings. Shares tendered in excess of this percentage must be accepted by the Bidder from each shareholder in the same proportion to the number tendered to the extent necessary to enable it to obtain the total number of shares for which it has offered.

      • 35.8 COMPARABLE OFFER

        When an offer is made for a company with more than one class of equity share capital which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights, a comparable offer must be made for each class.