Equality of information to shareholders and persons with information rights

Requirement to send announcement or document to shareholders etc. where appropriate

See Rule 30.1(c).

Provision of information between the parties to an offer

Rule 20.1 does not prevent the provision of information in confidence by the offeree company to an offeror or a bona fide potential offeror, or by an offeror or a bona fide potential offeror to the offeree company.

Provision of information to employee representatives (or employees) and pension scheme trustees

Subject to the requirements of Rule 2.1, the Code does not prevent the provision of information in confidence by:

1. an offeror or the offeree company to its employee representatives (or employees) or to the trustees of its pension scheme(s); or

2. an offeror to the employee representatives (or employees) of the offeree company or to the trustees of the offeree company’s pension scheme(s),

where the employee representatives (or employees) or the trustees of the pension scheme(s) are acting in their capacity as such (rather than in their capacity as shareholders).

Investment analyst publications

1. During an offer period, a firm which publishes investment research which is:

   1. acting in concert with an offeror or the offeree company;

   2. under the same control# as a connected adviser to an offeror or the offeree company; or

   3. remunerated by an offeror or the offeree company

   may only publish information relating to an offer or a party to an offer with the prior consent of the Panel. A draft must be sent to the Panel for review as early as possible prior to publication.

   #See the Note on Definitions at the end of the Definitions Section.

2. Any such publication:

   1. must not include any statements of fact or opinion derived from information not generally available;

   2. must not include any profit forecast, quantified financial benefits statement, asset valuation or estimate of other figures key to the offer, except to the extent that such forecasts, statements, valuations or estimates have previously been published by an offeror or the offeree company (as appropriate) in accordance with the requirements of the Code;

   3. must clearly disclose the status of the firm under paragraph (a); and

   4. must be sent to the Panel in final form at the time of publication.

Shareholders and persons with information rights outside the UK, the Channel Islands and the Isle of Man

See the Note on Rule 30.4.

Provision of information prior to the commencement of an offer period or prior to the announcement of a firm or revised offer

1. Subject to the requirements of Rule 2.2(e), prior to the commencement of an offer period, material new information or significant new opinions relating to an offer or a party to an offer may be provided in confidence by or on behalf of an offeror or the offeree company to one or more persons referred to in Rule 20.1(b)(ii) (for example, in the context of a meeting in order to ascertain a shareholder’s view on a possible offer or to seek an irrevocable commitment).

2. In addition, during the offer period but prior to the announcement of a firm offer or of a revised offer, the Panel may consent to the provision of such information or opinions in confidence to one or more persons referred to in Rule 20.1(b)(ii).

3. In either case, any such information or opinion which is so provided need not be published at that time in accordance with Rule 20.1(b) but must be so published in, or by not later than the date of, either:

   1. the announcement of the firm or revised offer; or

   2. where the information or opinion is provided by the offeree company and where the board of the offeree company is not recommending the offer, the first substantive announcement made by the board in response to the announcement of the offer.

4. Any presentation or other document provided to a person referred to in Rule 20.1(b)(ii) in such circumstances will not be required to be published on a website in accordance with Rule 20.1(c) at that time but must be so published promptly following:

   1. the announcement of the firm or revised offer; or

   2. where the presentation or other document is provided by the offeree company and where the board of the offeree company is not recommending the offer, the first substantive announcement made by the board in response to the announcement of the offer.

Employee communications

A communication by an offeror or the offeree company with its employees in their capacity as such which does not include any material new information or significant new opinion relating to an offer or a party to an offer is not required to be published on a website under Rule 20.1(c)(i), even if certain employees are also shareholders in the offeree company. However, if an employee communication does include any material new information or significant new opinion relating to an offer or a party to an offer, Rule 20.1(b)(i) will apply.

Presentations and other documents

If there are different versions of a presentation or other document referred to in Rule 20.1(c)(i), only the latest version need be published on a website, provided that it does not omit any relevant information or opinion which was included in a previous version.