Dealings

A dealing includes the following:

1. the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;

2. the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities;

3. subscribing or agreeing to subscribe for securities;

4. the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;

5. the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;

6. entering into, terminating or varying the terms of any agreement to purchase or sell securities;

7. the redemption or purchase of, or taking or exercising an option over, any of its own relevant securities by the offeree company or an offeror; and

8. any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which the person has a short position.

NOTES ON DEALINGS

Indemnity and other dealing arrangements

Dealing arrangements of the kind referred to in Note 11 on the definition of acting in concert in relation to relevant securities which are entered into during the offer period by any offeror, the offeree company or a person acting in concert with any offeror or the offeree company must be disclosed as required by Rule 2.7(c)(xii), Note 5 and Note 6 on Rule 8, Rule 24.13 and Rule 25.6.

Securities borrowing and lending

Securities borrowing and lending transactions are not regarded as dealings. However, under Rule 4.6, if an offeror, the offeree company or any person acting in concert with an offeror or the offeree company enters into, or takes action to unwind, a securities borrowing or lending transaction (including any financial collateral arrangement of the kind referred to in Note 3 on Rule 4.6 ) in respect of relevant securities of a securities exchange offeror or, with the Panel’s consent, the offeree company, the transaction must be disclosed as if it were a dealing in relevant securities (see Note 5(l) on Rule 8).