Subsequent documents

1. If, following the publication of the initial offer document or offeree board circular (as appropriate) and before the end of the offer period, an offeror or the offeree company publishes any subsequent document in connection with the offer, that document must include:

   1. any changes in information disclosed in any previous document published by it in connection with the offer which are material in the context of that document (or a statement that there have been no such material changes); and

   2. details of any material changes to the matters listed in Rule 27.2(b) (in the case of an offeror) or in Rule 27.2(c) (in the case of the offeree company) which have occurred since the publication of any previous document published by it in connection with the offer (or a statement that there have been no such material changes).

2. In the case of an offeror, the matters referred to in Rule 27.2(a)(ii) are as follows:

   1. its intentions with regard to the matters referred to in Rule 24.2;

   2. any known significant change in its or the offeree company’s financial or trading position (to the extent required under Rule 24.3(a)(v));

   3. material contracts (Rule 24.3(a)(vii));

   4. ratings and outlooks (Rule 24.3(c));

   5. the terms of the offer (Rule 24.3(d)(v));

   6. any agreements or arrangements which relate to the invocation of the conditions to its offer (Rule 24.3(d)(xii));

   7. irrevocable commitments and letters of intent (Rule 24.3(d)(xiii));

   8. post-offer undertakings (Rule 24.3(d)(xviii));

   9. any offer-related arrangements etc. permitted under, or excluded from, Rule 21.2 (Rule 24.3(d)(xix));

   10. profit forecasts and quantified financial benefits statements (Rule 24.3(d)(xxi));

   11. financing arrangements (Rule 24.3(f));

   12. interests and dealings in relevant securities (Rule 24.4);

   13. the effect of the offer on the emoluments of the offeror’s directors (Rule 24.5);

   14. any special arrangements, including management incentivisation arrangements (Rule 16.2 and Rule 24.6);

   15. the ultimate owner of any securities acquired (Rule 24.9);

   16. any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Rule 24.13); and

   17. fees and expenses (to the extent required under Rule 24.16).

3. In the case of the offeree company, the matters referred to in Rule 27.2(a)(ii) are as follows:

   1. its opinion on the offer and the other matters referred to in Rule 25.2(a);

   2. the substance of the independent financial adviser’s advice (Rule 25.2(b));

   3. any known significant changes in its financial or trading position (Rule 25.3);

   4. interests and dealings in relevant securities (Rule 25.4);

   5. the service contracts of the offeree company’s directors (Rule 25.5);

   6. any arrangements of the kind referred to in Note 11 on the definition of acting in concert (Rule 25.6);

   7. material contracts (Rule 25.7(a));

   8. irrevocable commitments and letters of intent (Rule 25.7(b));

   9. post-offer undertakings and post-offer intention statements (Rule 25.7(c));

   10. profit forecasts and quantified financial benefits statements (Rule 25.7(e)); and

   11. fees and expenses (to the extent required under Rule 25.8).

4. If any document or announcement published by the offeror or the offeree company included a profit forecast, a quantified financial benefits statement or an asset valuation, any document subsequently published by that party in connection with the offer must, unless superseded by information included in the new document, include a statement by the directors of that party confirming:

   1. that the profit forecast, quantified financial benefits statement or asset valuation (as appropriate) remains valid;

   2. where reports were obtained on a profit forecast or quantified financial benefits statement, that the reporting accountants and financial adviser(s) have confirmed that their reports continue to apply; and

   3. where a valuation report was obtained on an asset valuation, that the valuer has confirmed that an updated valuation would not be materially different.