38.3 EXPECTED SCHEME TIMETABLE

(a) Where a Bidder announces a firm intention to make an offer which is to be implemented by means of a scheme of arrangement and the board of the Target agrees to the inclusion of a statement of its intention to recommend the scheme in that announcement, then the Target company must, except with the consent of the Panel, ensure that the scheme circular is sent to shareholders and persons with information rights within 28 days of that announcement. If the Target board subsequently withdraws its recommendation, this obligation will cease.
(b) The parties to the offer are permitted to include within the conditions to the scheme:
(i) a long-stop date by which the scheme must become effective (unless extended with the agreement of the parties to the offer);
App 7.3
(ii) a specific date by which the shareholder meetings must be held (unless extended with the agreement of the parties to the offer), provided that the date specified must be more than 21 days after the expected date of the shareholder meetings to be set out in the scheme circular; and
(iii) a specific date by which the court sanction hearing must be held (unless extended with the agreement of the parties to the offer) provided that the date specified must be more than 21 days after the expected date of the court sanction hearing to be set out in the scheme circular.
(c) Any condition referred to in paragraph (b) above:
(i) must be given prominent reference in the Bidder's announcement of a firm intention to make an offer;
(ii) must not be capable of being invoked or waived after the date specified unless extended with the agreement of the parties to the offer; and
(iii) will not be subject to Paragraph 12.5(a).
(d) The Target must ensure that the scheme circular sets out the expected timetable for the scheme, including the expected dates and times for the following:
(i) the record date for any shareholder meeting;
(ii) the latest date and time for the lodging of forms of proxy or elections for any alternative form of consideration;
(iii) the date and time of any shareholder meetings, which must normally be convened for a date which is at least 21 days after the date of the scheme circular;
(iv) the date and time of any meetings of the shareholders of the Bidder to be convened in connection with the offer;
(v) the date of the court sanction hearing;
(vi) the record date for the purposes of the scheme and/or any reduction of capital provided for by the scheme;
(vii) the date and time of any proposed suspension in trading of shares or other securities of the Target;
(viii) the date of any court hearing to confirm any reduction of capital provided for by the scheme;
(ix) the effective date;
(x) the date and time of the admission to trading of any Bidder securities to be issued in connection with the scheme; and
(xi) the long-stop date.
(e) Upon publication of the scheme circular, the Target must announce in accordance with Paragraph 2.9 that the scheme circular has been published and include in that announcement the expected timetable, including the expected dates and times referred to in paragraph (d) above.
(f) The Target company must implement the scheme in accordance with the expected timetable, as published (subject to any change to the expected timetable announced in accordance with Section 6 below), unless:
(i) the board of the Target withdraws its recommendation of the scheme;
(ii) the board of the Target announces its decision to propose an adjournment of a shareholder meeting or the court sanction hearing;
(iii) a shareholder meeting or the court sanction hearing is adjourned; or
(iv) any condition to the scheme is invoked by the Bidder in accordance with the Takeover Rules.