Guidance Notes on Paragraph 23.3

Where the Bidder is a subsidiary company

The Panel will normally look through subsidiaries whose securities are not admitted to trading in interpreting this Paragraph unless, with the agreement of the Panel, the subsidiary in question is regarded as being of sufficient substance in relation to the group and the offer. Accordingly if the Bidder is part of a group, information will normally be required on the ultimate holding company in the form of group accounts.

Further information requirements

(a) For the purposes of paragraphs (ii) and (iii) of Paragraph 24.3(b), the expression "person" will normally include the ultimate owner(s), and persons having control (as defined), of the Bidder if not already included under paragraphs (ii) or (iii). Whilst the precise nature of the further information which may be required to be disclosed under paragraphs (i), (ii) or (iii) of Paragraph 24.3(b) in any particular case will depend on the circumstances of that case, the Panel would normally expect it to include a general description of the business interests of the Bidder and/or other person(s) concerned and details of those assets which the Panel considers may be relevant to the business of the Target.
(b) The Panel must be consulted in advance in any case to which Paragraph 24.3(b) applies, or may apply regarding the application of its provisions to that particular case. Where information is incorporated into the offer document by reference to another source, the Panel will normally require that information to be available in the English language.

Persons acting in concert

For the purposes of Paragraph 24.3(d)(iii), the identity of a person acting in concert with the Bidder or the Target must be disclosed if the Target shareholders need details of that person in order to reach a properly informed decision on the offer. Disclosure will normally include: a person who is interested in shares in the Target and (in the case of a securities exchange offer only) the Bidder; any person with whom the Bidder or the Target and any person acting in concert with either of them has any arrangement of the kind referred to in Note 11 on the definition of acting in concert; any financial adviser which is advising the Bidder or the Target in relation to the offer; and any corporate broker to either of them. In cases of doubt, the Panel should be consulted.

Offers made under Paragraph 9

When an offer is made under Paragraph 9, the information required under Paragraph 24.3(d)(v) must include the method employed under Paragraph 9.4 in calculating the consideration offered.