The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

PART I U.K. Requirements Relating to the Offer

1.  The terms of the offer must be recommended by all the directors of the company other than any director who is— U.K.

(a) the person by whom, or on whose behalf, an offer is made (“offeror”); or

(b) a director of the offeror.

2.—(1) This paragraph applies to an offer for debentures or for non-equity share capital. U.K.

(2) Where, at the date of the offer, shares carrying 50 per cent or less of the voting rights attributable to the equity share capital are held by or on behalf of the offeror, the offer must include or be accompanied by an offer made by the offeror for the rest of the shares comprised in the equity share capital.

• 3.  (1)

• This paragraph applies to an offer for shares comprised in the equity share capital.

(2) Where, at the date of the offer, shares which carry 50 per cent or less of the categories of voting rights described in sub-paragraph (3) are held by or on behalf of the offeror, it must be a condition of the offer that sufficient shares will be acquired or agreed to be acquired by the offeror pursuant to or during the offer so as to result in shares carrying more than 50 per cent of one or both categories of relevant voting rights being held by him or on his behalf.

(3) The categories of voting rights mentioned in sub-paragraph (2) are—

(a) voting rights exercisable in general meetings of the company;

(b) voting rights attributable to the equity share capital.

4.—(1) Subject to sub-paragraph (2), the offer must be open for acceptance by every recipient for the period of at least 21 days beginning with the day after the day on which the invitation or inducement in question was first communicated to recipients of the offer. U.K.

(2) Sub-paragraph (1) does not apply if the offer is totally withdrawn and all persons are released from any obligation incurred under it.

5.  The acquisition of the shares or debentures to which the offer relates must not be conditional upon the recipients approving, or consenting, to any payment or other benefit being made or given to any director or former director of the company in connection with, or as compensation or consideration for— U.K.

(a) his ceasing to be a director;

(b) his ceasing to hold any office held in conjunction with any directorship; or

(c) in the case of a former director, his ceasing to hold any office which he held in conjunction with his former directorship and which he continued to hold after ceasing to be a director.

6.  The consideration for the shares or debentures must be— U.K.

(a) cash; or

(b) in the case of an offeror which is a body corporate other than an open-ended investment company, either cash or shares in, or debentures of, the body corporate or any combination of such cash, shares or debentures.