Irrevocable commitments and letters of intent
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During an offer period, if any party to the offer or any person acting in concert with it procures an irrevocable commitment or a letter of intent, the relevant party to the offer must:
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announce the details in accordance with the Notes on this Rule 2.10; and
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publish the irrevocable commitment or letter of intent on a website,
by no later than 12 noon on the following business day.
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If any party to an offer or any person acting in concert with it has procured an irrevocable commitment or a letter of intent prior to the commencement of the offer period, it must:
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announce the details in accordance with the Notes on this Rule 2.10; and
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publish the irrevocable commitment or letter of intent on a website,
by no later than 12 noon on the business day following either the commencement of the offer period or (in the case of an offeror) the date of the announcement that first identifies the offeror as such (as appropriate).
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If a person who has given an irrevocable commitment or a letter of intent either becomes aware that it will not be able to comply with the terms of that commitment or letter or no longer intends to do so, that person must:
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promptly announce an update of the position together with all relevant details; or
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promptly notify the relevant party to the offer and the Panel of the up-to-date position. Upon receipt of such a notification, the relevant party to the offer must promptly make an appropriate announcement of the information notified to it together with all relevant details.
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NOTES ON RULE 2.10
Disclosure in firm offer announcement
Where the details required to be announced under Note 3 on Rule 2.10 are, pursuant to Rule 2.7(c)(x), included in an announcement of a firm intention to make an offer which is published no later than 12 noon on the business day following the date on which the irrevocable commitment or letter of intent is procured, no separate announcement is required under Rule 2.10(a) or (b).
Similarly, where the details required to be announced under Note 3 on Rule 2.10 are included in an announcement of a possible offer which is published no later than 12 noon on the business day following the date on which the irrevocable commitment or letter of intent is procured, no separate announcement is required under Rule 2.10(b).
Method of disclosure
Disclosure under this Rule 2.10 should be made in accordance with the requirements of Rule 30.1. See also Rule 26 (documents to be published on a website).
Contents of announcement
An announcement of the procuring of an irrevocable commitment or a letter of intent must provide full details of the nature of the commitment or letter including:
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the number of relevant securities of each class to which the irrevocable commitment or letter of intent relates;
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the identity of the person from whom the irrevocable commitment or letter of intent has been procured. For this purpose, the information which should be disclosed is that which would be required by Note 5 on Rule 8 if the person concerned were disclosing a dealing in relevant securities;
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in respect of an irrevocable commitment, any outstanding conditions to which it is subject and the circumstances (if any) in which it will cease to be binding; and
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in the case of an irrevocable commitment or a letter of intent procured prior to the announcement of a firm intention to make an offer, the price (and any other material terms) of the possible offer in respect of which the commitment or letter has been procured, which terms the potential offeror will then be bound to in accordance with Rule 2.5(a).
Letters of intent procured prior to the commencement of the offer period
Where a party to the offer has procured a letter of intent prior to the commencement of the offer period, it must be verified that the letter of intent continues to represent the intentions of the shareholder or other person concerned at the time that the relevant details are announced. This will normally include the shareholder or other person concerned providing an up-to-date written confirmation to the relevant party to the offer or its adviser.