24.4 INTERESTS AND DEALINGS
Past version: effective from 20/10/2015 - 19/10/2015
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(a) The Target board circular must state:
(i) details of any relevant securities of the Bidder in which the Target or any of the directors of the Target has an interest or in respect of which it or he has a right to subscribe, in each case specifying the nature of the interests or rights concerned (see Paragraph 8.8). Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be stated;
(ii) the same details as in (i) above in respect of any relevant securities of the Target in relation to each of:
(a) the directors of the Target;
(b) any other person acting in concert with the Target; and
(c) any person with whom the Target or any person acting in concert with the Target has an arrangement of the kind referred to in Note 11 on the definition of acting in concert;
(iii) in the case of a securities exchange offer, the same details as in (i) above in respect of any relevant securities of the Bidder in relation to each of the persons listed in (ii)(b) and (c) above;
(iv) details of any relevant securities of the Target and (in the case of a securities exchange offer only) the Bidder which the Target or any person acting in concert with the Target has borrowed or lent (including for these purposes any financial collateral arrangements of the kind contemplated by Paragraph 4.6), save for any borrowed shares which have been either on lent or sold; and
(v) whether the directors of the Target intend, in respect of their own beneficial shareholdings, to accept the offer (and, if there are alternative offers, and if so required by the Panel, which alternative they intend to elect for) or to reject the offer.
(b) If, in the case of any of the persons referred to in Paragraph 24.4(a), there are no interests or short positions to be disclosed, this fact should be stated. This will not apply to category (a)(ii)(c) if there are no such arrangements.
(c) If any person referred to in Paragraph 24.4(a)(i) has dealt in any relevant securities of the Target or the Bidder between the start of the offer period and the latest practicable date prior to the publication of the circular, the details, including dates, must be stated (see Paragraph 8.8). If any person referred to in Paragraph 25.4(a)(ii)(b) to (c) has dealt in relevant securities of the Target (or, in the case of a securities exchange offer only, the Bidder) during the same period, similar details must be stated. In all cases, if no such dealings have taken place this fact should be stated.