Notes on Rule 26

Period for which documents etc. to be made available

Each document, announcement or information required to be published on a website under Rule 26 must continue to be made available on a website free of charge until the end of the offer. Documents, announcements and information published following the end of the offer period which do not relate directly to the offer will not be required to be published on the website.

Website to be used for publication

A party to an offer should normally use its own website for publishing documents, announcements and information. If a party to an offer does not have its own website, or intends to use a website maintained by a third party for this purpose, the Panel should be consulted.

“Read-only” format

Documents, announcements and information published on a website must be in a “read-only” format so that they may not be amended or altered in any way.

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

Offer-related documents, announcements and information published on a website should be capable of being accessed by shareholders, persons with information rights and other relevant persons in all jurisdictions unless there is a sufficient objective justification for restricting access from certain jurisdictions outside the United Kingdom, the Channel Islands and the Isle of Man on the basis described in the Note on Rule 30.4.

Amendment etc. of documents published on a website and entering into new documents required to be published on a website

If a document is amended, varied, updated or replaced during the period in which it is required to be published on a website under Rule 26, the amended, varied or updated document, or the replacement document, must also be published on a website and, except as provided in Note 8 on Rule 20.1, an announcement made explaining that this has been done. Similarly, where a new document is entered into which is required to be published on a website under Rule 26, an announcement must be made explaining that the document has been entered into and that it has been so published.

Agreements between an offeror and the trustees of the offeree company’s pension scheme(s)

An agreement between an offeror and the trustees of any of the offeree company’s pension schemes will be required to be published on a website only if the agreement is a material contract of the offeror.

Announcements not required to be published on a website

The following announcements do not need to be published on a website:

1. announcements in relation to notifications made pursuant to the rules of other regulatory regimes in respect of:

   1. transactions by directors or other persons discharging managerial responsibilities in respect of a company;

   2. the acquisition or disposal of major shareholdings; and

   3. disclosures in respect of increases or decreases in the total number of voting rights and capital in respect of each class of shares (including treasury shares); and

2. announcements of the number of relevant securities in issue under Rule 2.9.