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2.5 TERMS AND PRE CONDITIONS IN POSSIBLE OFFER ANNOUNCEMENTS

(a) The Panel must be consulted in advance if, prior to the announcement of a firm intention to make an offer, any person proposes to make a statement in relation to the terms on which an offer might be made for the Target. If a potential Bidder (or its directors, officials or advisers) makes such a statement and it is not withdrawn immediately if incorrect, the potential Bidder will be bound by the statement if an offer for the Target is subsequently made, except where it specifically reserved the right not to be so bound in certain circumstances at the time the statement was made and those circumstances subsequently arise or in wholly exceptional circumstances. In particular:
(i) where the statement concerned relates to the price of a possible offer (or a particular exchange ratio in the case of a possible securities exchange offer), any offer made by the potential Bidder for the Target will be required to be made on the same or better terms. Where all or part of the consideration is expressed in terms of a monetary value, the offer or that element of the offer must be made at the same or a higher monetary value. Where all or part of the consideration has been expressed in terms of a securities exchange ratio, the offer or that element of the offer must be made on the same (or an improved) securities exchange ratio; and
(ii) where the statement concerned includes reference to the fact that the terms of the possible offer "will not be increased" or are "final" or uses a similar expression, the potential Bidder will not be allowed subsequently to make an offer on better terms.
(b) The consequences of a statement to which Paragraph 2.5(a) applies will normally apply also to any person acting in concert with the potential Bidder and to any person who is subsequently acting in concert with the potential Bidder or such person.
(c) The Panel must be consulted in advance if, prior to announcing a firm intention to make an offer, a potential Bidder proposes to announce any pre conditions to the making of an offer. Any such pre conditional possible offer announcement must:
(i) clearly state whether or not the pre conditions must be satisfied before an offer can be made or whether they are waivable; and
(ii) include a prominent warning to the effect that the announcement does not amount to a firm intention to make an offer and that, accordingly, there can be no certainty that any offer will be made even if the pre conditions are satisfied or waived.