Appendix 4. Receiving agents’ Code of Practice

Introduction

1. This Code of Practice has been drawn up by the Panel in consultation with the Registrars Group of The Chartered Governance Institute UK & Ireland.

2. It is essential when determining the result of an offer under the Code that appropriate measures are adopted such that all parties to the offer may be confident that the result of the offer is arrived at by an objective procedure which, as far as possible, eliminates areas of doubt. This Code of Practice is designed to ensure that those acceptances and purchases which may be counted towards satisfying the acceptance condition and thus included in the certificate required by Note 7 on Rule 10.1 are properly identified to enable the receiving agent to provide the certificate. Receiving agents are also required to establish appropriate procedures such that acceptances and purchases can be checked against each other and between different categories so that no shareholding will be counted twice.

3. The principles and procedures outlined in this Code of Practice are, except with the prior consent of the Panel, to be followed in all cases. It must be understood that the Panel expects co-operation between the offeree company’s registrar and the offeror’s receiving agent to ensure that the procedures can be undertaken in a timely manner. Co-operation is interpreted to include the provision of data in a form convenient for the receiving agent. For example, if the receiving agent so requests, following the announcement of an offer, the registrar should, if practicable, provide the register in electronic form. Whenever possible, if requested to do so, the registrar should provide, in similar form, details of changes to the register rather than a complete new register.

4. Receiving agents will have direct access to the Panel should they believe that there is insufficient co-operation or that they are being given instructions contrary to this Code of Practice.

Qualifications for acting as a receiving agent

A receiving agent to an offer must either:

1. be a member of the Registrars Group of The Chartered Governance Institute UK & Ireland and:

   1. 1. be responsible for the share register of a listed public company, other than itself, with not less than 20,000 shareholders; or

      2. be responsible for the share registers of not less than 25 public companies which are admitted to trading on a UK regulated market or a UK multilateral trading facility; and

   2. 1. have performed the duties of a receiving agent on more than 25 occasions; or

      2. have been directly involved with keeping share registers of public companies for more than 10 years; or

2. be an organisation which has satisfied the Panel that it has the experience and resources necessary to act as receiving agent in connection with the relevant offer.

The provision of the offeree company’s register

1. When a firm intention to make an offer is announced, the offeree company should instruct its registrar to respond within two business days to a request from the offeror for the provision of the register which should be updated to reflect the position as at the close of business on the date of the request. The registrar should provide details of both participant and account IDs for holdings in CREST.

2. The offeree company’s registrar should also be instructed to keep the register as up-to-date as the register maintenance system will allow. CREST imposes certain obligations on registrars in this respect but for certificated holdings outside CREST the registrar should ensure that maintenance is such that it can comply with (c) to (e) below. The updating procedures should include, in addition to the registration of transfers, the registration of all changes affecting the register (eg grants of representation, marriage certificates, changes of address, court orders etc.). The receiving agent should also be informed on a daily basis by the offeree company’s registrar of any adjustment to holdings in CREST not advised by the CREST operator through register update requests (“RURs”).

3. From the date following the day on which a firm intention to make an offer is announced, the CREST operator will, after the appropriate request, make available to the offeror’s receiving agent copies of all RURs generated in relation to the offeree company.

4. As far as certificated holdings are concerned, the registrar must provide updates, on a daily basis, to the register within two business days after notification of the transfer and, in addition, copies of all documents, including CREST stock deposits, which would lead to a change in the last copy register provided to the offeror must be provided as rapidly. On the day which is two days prior to the unconditional date (the “final register day”) any such information received by the offeree company’s registrar but not yet provided to the offeror’s receiving agent must be made available electronically, where possible, or for collection by the offeror’s receiving agent, at the latest, by noon on the day preceding the unconditional date.

5. From the final register day until the time that the acceptance condition is satisfied or the offer lapses, the offeree company’s registrar should continue to update the register on a daily basis so that all transfers and other documents which have been received by the offeree company’s registrar by 1.00 pm on the unconditional date are processed by 5.00 pm that day at the latest. In addition, copies of these documents should be sent immediately and electronically, where possible, to the offeror’s receiving agent insofar as not previously notified.

6. Arrangements should be made to ensure that the offeror’s receiving agent has access to the offeree company’s registrar at all times, which includes weekends and Bank Holidays, during the period between the final register day and the time the acceptance condition is satisfied or the offer lapses, in order that any queries arising from acceptances and purchases can be investigated and accurate decisions taken.

The provision of addresses, electronic addresses, elections and other details

1. When a firm intention to make an offer is announced, the offeree company should respond, or instruct its registrar to respond, within two business days to a request from the offeror for details in respect of:

   1. electronic addresses provided to the offeree company by shareholders in the offeree company for the receipt of documents, announcements and other information in electronic form;

   2. addresses, electronic addresses and other information provided to the offeree company by, or on behalf of, persons with information rights for the receipt of documents, announcements and other information in hard copy form or electronic form;

   3. addresses, electronic addresses and other information provided to the offeree company by any other persons entitled to receive copies of documents, announcements or information for the receipt of such communications in hard copy form or electronic form (including a copy of any register(s) of persons entitled to receive documents under Rule 15); and

   4. elections made in accordance with applicable legal or regulatory provisions by, or on behalf of, shareholders in the offeree company, persons with information rights or any other relevant persons to receive communications from the offeree company in hard copy form,

   provided, in each case, that the relevant address, electronic address, election or other information has been provided to the offeree company for the receipt of information generally and not only for certain specific types of information.

2. The information provided to an offeror in compliance with (a) above should be updated to reflect the position as at the close of business on the day of the request. The offeree company shall ensure, or shall instruct its registrar to ensure, that the information described in (a) above is kept as up-to-date as the relevant maintenance system will allow and updates shall be provided to the offeror, or its receiving agent, in respect of any changes in that information at the same time as updates to the company’s register are provided under Section 3 above to the offeror’s receiving agent.

3. When the information referred to in (a) above is provided to an offeror by the offeree company or its registrar, the use of that information by the offeror for purposes that are not related to the offer may be subject to legal restrictions, including in relation to the protection of data.

Counting of acceptances

The offeror’s receiving agent must ensure that all acceptances counted as valid meet the requirements set out in Note 4 on Rule 10.1 and, if appropriate, Note 6 on Rule 10.1.

Counting of purchases

The offeror’s receiving agent must ensure that all purchases counted as valid meet the requirements (subject to Note 8 on Rule 10.1) set out in Note 5 on Rule 10.1 and, if appropriate, Note 6 on Rule 10.1.

Satisfaction of the acceptance condition before the unconditional date

Before the acceptance condition can be satisfied before the unconditional date, the offeror’s receiving agent must ensure that the requirements of Note 6 on Rule 10.1 have been satisfied.

Disclaimers in receiving agents’ certificates

Certificates issued by the offeror’s receiving agent should be unqualified, save for a disclaimer (if necessary) as to limitations on the responsibility of the receiving agent for the errors of third parties which are not evident from the documents available to the receiving agent. A disclaimer in the following form would normally be acceptable; any variation should be specifically agreed by the Panel in advance:

“In issuing this certificate we have, where necessary, relied on the following matters:

1. certifications of acceptance forms by the offeree company’s registrar;

2. certifications by the offeree company’s registrar that a transfer of shares has been executed by or on behalf of the registered holder in favour of the offeror company or its nominees;

3. confirmation from the offeror of the validity of shares recorded as registered holdings and purchases in the context of Note 8 on Rule 10.1.

As the offeror company’s receiving agent and escrow agent, we have examined with due care and attention the information provided to us, and, as appropriate, made due and careful enquiry of relevant persons, in order that we may issue this certificate and have no reason to believe that the information contained in it cannot be relied upon but, subject thereto, we accept no responsibility or liability whatsoever in respect of any error of Euroclear UK & Ireland Limited, the offeree company’s registrar or the offeror company’s buying broker for the matters set out above to the extent that we have relied upon them in issuing this certificate.”