Interests and dealings

1. The offeree board circular must state:

   1. details of any relevant securities of the offeror in which the offeree company or any director of the offeree company has an interest or in respect of which the offeree company or the director has a right to subscribe, in each case specifying the nature of the interests or rights concerned (see Note 5 on Rule 8). Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, must also be stated;

   2. the same details as in (i) above in respect of any relevant securities of the offeree company in relation to each of:

      1. the directors of the offeree company;

      2. any other person acting in concert with the offeree company; and

      3. any person with whom the offeree company or any person acting in concert with the offeree company has an arrangement of the kind referred to in Note 11 on the definition of acting in concert;

   3. in the case of a securities exchange offer, the same details as in (i) above in respect of any relevant securities of the offeror in relation to each of the persons listed in (ii)(B) and (C) above;

   4. details of any relevant securities of the offeree company and (in the case of a securities exchange offer only) the offeror which the offeree company or any person acting in concert with the offeree company has borrowed or lent (including for these purposes any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6), save for any borrowed shares which have been either on-lent or sold; and

   5. whether the directors of the offeree company intend, in respect of their own beneficial shareholdings, to accept or not accept the offer (and, if there are alternative offers, which alternative, if any, they intend to elect for and, if so required by the Panel, the reasons for making that election).

2. If, in the case of any of the persons referred to in Rule 25.4(a), there are no interests or short positions to be disclosed, this fact should be stated. This will not apply to category (a)(ii)(C) if there are no such arrangements.

3. If any person referred to in Rule 25.4(a)(i) has dealt in any relevant securities of the offeree company or the offeror between the start of the offer period and the latest practicable date prior to the publication of the circular, the details, including dates, must be stated (see Note 5 on Rule 8). If any person referred to in Rule 25.4(a)(ii)(B) to (C) has dealt in relevant securities of the offeree company (or, in the case of a securities exchange offer only, the offeror) during the same period, similar details must be stated. In all cases, if no such dealings have taken place this fact should be stated.