Versions

 

PARAGRAPH 14 APPROPRIATE OFFER FOR CONVERTIBLES ETC.

(a) When an offer is made for voting equity share capital or for other transferable securities carrying voting rights and the Target has convertible securities outstanding, the Bidder must make an appropriate offer or proposal to the stockholders to ensure that their interests are safeguarded. Equality of treatment is required.
(b) The board of the Target must obtain competent independent advice on the offer or proposal to the stockholders and the substance of such advice must be made known to its stockholders, together with the board's views on the offer or proposal.
(c) Whenever practicable, the offer or proposal should be sent to stockholders at the same time as the offer document is published but, if this is not practicable, the Panel should be consulted and the offer or proposal should be sent as soon as possible thereafter. A copy of the offer or proposal should be sent to the Panel at the time of publication.
(d) The offer or proposal to stockholders required by this Paragraph should not normally be made conditional on any particular level of acceptances. It may, however, be put by way of a scheme to be considered at a stockholders' meeting provided that, if the scheme is not approved at that meeting, or is not sanctioned by the court, the Bidder shall immediately make an offer or proposal to stockholders which is not conditional on any particular level of acceptances or approval.
(e) If a Target has options or subscription rights outstanding, the provisions of this Paragraph apply mutatis mutandis.