Publication of revised offer document
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If an offer is revised, a revised offer document, drawn up in accordance with Rule 24 and Rule 27, must be sent to shareholders of the offeree company and persons with information rights. In addition, the offeror must:
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publish the revised offer document on a website in accordance with Rule 26.1; and
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announce that the revised offer document has been so published.
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When a revised offer document is published:
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both the offeror and the offeree company must make the revised offer document readily and promptly available to their employee representatives (or, where there are no employee representatives, to the employees themselves);
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the offeror must make the revised offer document readily and promptly available to the trustees of the offeree company’s pension scheme(s); and
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the offeree company must inform its employee representatives (or employees) and the trustees of its pension scheme(s) of the right of employee representatives and pension scheme trustees under Rule 32.6 to have a separate opinion on the revised offer appended to any offeree board circular published in relation to the revised offer. In addition, the offeree company must inform its employee representatives (or employees) of the offeree company’s responsibility for the costs reasonably incurred by the employee representatives in obtaining advice required for the verification of the information contained in their opinion.
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The offer must be kept open for at least 14 days following the publication of the revised offer document. Therefore, no revised offer document may be published after Day 46 or, where the offeror has made an acceleration statement, after the date which is 14 days prior to the unconditional date.
NOTES ON RULE 32.1
Announcements which may increase the value of an offer
Where an offer involves an exchange of equity or potential equity, the announcement by an offeror of any material new information, including trading results, profit forecasts (including ordinary course profit forecasts), dividend forecasts, asset valuations, quantified financial benefits statements and proposals for dividend payments or for any material acquisition or disposal, may have the effect of increasing the value of the offer. An offeror will not, therefore, normally be permitted to make such announcements after it is precluded from revising its offer. If an announcement of a kind referred to in this Note might fall to be made during the offer period, the Panel must be consulted at the earliest opportunity and an offeror will not be permitted to make a no increase statement as defined in Rule 32.2 prior to the publication of the announcement.
When revision is required
An offeror will normally be required to revise its offer if it, or any person acting in concert with it, acquires an interest in shares at above the offer price (see Rule 6) or it becomes obliged to make an offer in accordance with Rule 11 or to make a cash offer, or to increase an existing cash offer, under Rule 9.
When revision is not permissible
An offeror must not place itself in a position where it would be required to revise its offer:
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after the date referred to in Rule 32.1(c); or
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if it has made a no increase statement as defined in Rule 32.2.
Triggering Rule 9
When an offeror, which is making a voluntary offer either in cash or with a cash alternative, acquires an interest in shares which causes it to have to extend a mandatory offer under Rule 9 at no higher price than the existing cash offer, the change in the nature of the offer will not be treated as a revision (and will not be precluded by an earlier no increase statement).
See also Note 9 on Rule 9.1, Rule 9.4(c) and, in the case of a scheme of arrangement, Section 2 of Appendix 7.