a committee or sub-committee of the Panel, or

an officer or member of staff of the Panel, or a person acting as such.

giving effect to the general principles in Part 1 of Schedule 1C, and

in accordance with Part 2 of that Schedule.

for or in connection with the regulation of things done in consequence of, or otherwise in relation to, any such bid or transaction;

make different provision for different purposes;

make provision subject to exceptions or exemptions;

contain incidental, supplemental, consequential or transitional provision;

authorise the Panel to dispense with or modify the application of rules in particular cases and by reference to any circumstances.

that the instrument was made by the Panel,

that the copy is a true copy of the instrument, and

that on a specified date the text of the instrument was made available to the public as required by subsection (3),

to produce any documents that are specified or described in the notice;

to provide, in the form and manner specified in the notice, such information as may be specified or described in the notice.

at a place specified in the notice, and

before the end of such reasonable period as may be so specified.

any document produced to be authenticated, or

any information provided (whether in a document or otherwise) to be verified,

a hard copy of information recorded otherwise than in hard copy form, or

information in a form from which a hard copy can be readily obtained.

relating to the private affairs of an individual, or

relating to any particular business,

is made for the purpose of facilitating the carrying out by the Panel of any of its functions,

is made to a person specified in Part 1 of Schedule 2,

is of a description specified in Part 2 of that Schedule, or

is made in accordance with Part 3 of that Schedule.

amend Part 1 of Schedule 2 by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function);

amend Part 2 of Schedule 2 by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature;

amend Part 3 of Schedule 2 so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a country or territory outside the United Kingdom.

the disclosure by an authority within subsection (7) of information disclosed to it by the Panel in reliance on subsection (3);

the disclosure of such information by anyone who has obtained it directly or indirectly from an authority within subsection (7).

the Financial Conduct Authority;

the Prudential Regulation Authority;

the Bank of England;

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

he did not know, and had no reason to suspect, that the information had been provided as mentioned in section 948(1), or

he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

the Financial Conduct Authority;

the Prudential Regulation Authority;

the Bank of England;

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

any other person or body that exercises functions of a public nature, under legislation in any country or territory outside the United Kingdom, that appear to the Panel to be similar to its own functions or those of the F42Financial Conduct Authority or the Prudential Regulation Authority or similar to the regulatory functions of the Bank of England.

provision as to matters of procedure in relation to proceedings before the Hearings Committee (including provision imposing time limits);

provision about evidence in such proceedings;

provision as to the powers of the Hearings Committee dealing with a matter referred to it;

provision about enforcement of decisions of the Hearings Committee and the Takeover Appeal Board.

requiring the Panel, when acting in relation to any proceedings before the Hearings Committee or the Takeover Appeal Board, to do so by an officer or member of staff of the Panel (or a person acting as such);

preventing a person who is or has been a member of the committee mentioned in section 943(5) from being a member of the Hearings Committee or the Takeover Appeal Board;

preventing a person who is a member of the committee mentioned in section 943(5), of the Hearings Committee or of the Takeover Appeal Board from acting as mentioned in paragraph (a).

acted in breach of rules, or

failed to comply with a direction given by virtue of section 946.

the imposition of the sanction in question, and

where the sanction is in the nature of a financial penalty, the amount of the penalty that may be imposed.

the seriousness of the breach or failure in question in relation to the nature of the rule or direction contravened;

the extent to which the breach or failure was deliberate or reckless;

whether the person on whom the sanction is to be imposed is an individual.

the person making the bid, and

where the person making the bid is a body of persons, any director, officer or member of that body who caused the document to be published.

he knew that the offer document did not comply, or was reckless as to whether it complied, and

he failed to take all reasonable steps to secure that it did comply.

knew that the response document did not comply, or was reckless as to whether it complied, and

failed to take all reasonable steps to secure that it did comply.

subsection (2)(b) has effect as if the reference to a director, officer or member of the person making the bid included a reference to a director, officer or member of the relevant body;

subsection (4) has effect as if the reference to a director or other officer of the company referred to in subsection (1) included a reference to a director, officer or member of the relevant body.

on conviction on indictment, to a fine;

on summary conviction, to a fine not exceeding the statutory maximum.

that there is a reasonable likelihood that a person will contravene a rule-based requirement, or

that a person has contravened a rule-based requirement or a disclosure requirement,

has a right to seek an injunction, or

in Scotland, has title or interest to seek an interdict or an order for specific performance,

“contravention” includes failure to comply;

“disclosure requirement” and “rule-based requirement” have the same meaning as in section 955.

payments in respect of the expenses of the Takeover Appeal Board;

the cost of repaying the principal of, and of paying any interest on, any money borrowed by the Panel;

the cost of maintaining adequate reserves.

by specified persons or bodies, or persons or bodies of a specified description, or

on transactions, of a specified description, in securities on specified markets.

to be capable of being directly affected by the exercise of any of the functions of the Panel, or

otherwise to have a substantial interest in the exercise of any of those functions.

specify the rate of the levy and the period in respect of which it is payable at that rate;

make provision as to the times when, and the manner in which, payments are to be made in respect of the levy.

must take into account any other income received or expected by the Panel in respect of that period;

may take into account estimated as well as actual expenses of the Panel in respect of that period.

keep proper accounts in respect of any amounts of levy received by virtue of this section;

prepare, in relation to each period in respect of which any such amounts are received, a statement of account relating to those amounts in such form and manner as is specified in the regulations.

are subject to affirmative resolution procedure if subsection (7) applies to them;

otherwise, are subject to negative resolution procedure.

the first regulations under this section;

any other regulations under this section that would result in a change in the persons or bodies by whom, or the transactions on which, the levy is payable.

he is (or is acting as) a member, officer or member of staff of the Panel, or

he is a person authorised under section 947(5).

if the act or omission is shown to have been in bad faith, or

so as to prevent an award of damages in respect of the act or omission on the ground that it was unlawful as a result of section 6(1) of the Human Rights Act 1998 (c. 42) (acts of public authorities incompatible with Convention rights).

a requirement under section 947(1), or

an order made by the court under section 955 to secure compliance with such a requirement,

section 5 of the Perjury Act 1911 (c. 6);

section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (c. 39);

Article 10 of the Perjury (Northern Ireland) Order 1979 (S.I. 1979/1714 (N.I. 19)).

set out how the Panel's functions were discharged in the year in question;

include the Panel's accounts for that year;

mention any matters the Panel considers to be of relevance to the discharge of its functions.

transfers to the offeror, or at the offeror’s direction to another person, during the offer period, or

transfers to any person at a time during the offer period when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company.

do not contain any restrictions on rights to vote at a general meeting of the company, or

multiple-vote shares are to carry only one vote each at a general meeting of the company that decides whether to take any action which might result in the frustration of the takeover bid,

at a time during the offer period when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company, shareholders are not to have any extraordinary rights to appoint or remove members of the board of directors.

debentures, or

shares that, under the company’s articles of association, do not normally carry rights to vote at its general meetings (for example, shares carrying rights to vote that, under those articles, arise only where specified pecuniary advantages are not provided).

no such rights are exercisable by or on behalf of a minister under any enactment.

the holder of an office in Her Majesty's Government in the United Kingdom;

the Scottish Ministers;

a Minister within the meaning given by section 7(3) of the Northern Ireland Act 1998 (c. 47);

the Welsh Ministers;

on the transfer to the offeror, or at his direction to another person, of shares in the company during the offer period;

on the transfer to any person of shares in the company at a time during the offer period when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company;

on rights to vote at a general meeting of the company that decides whether to take any action which might result in the frustration of the bid;

entered into between a person holding shares in the company and another such person on or after 21st April 2004, or

entered into at any time between such a person and the company,

debentures, or

shares that, under the company's articles of association, do not normally carry rights to vote at its general meetings (for example, shares carrying rights to vote that, under those articles, arise only where specified pecuniary advantages are not provided).

debentures, or

shares that, under the company's articles of association, do not normally carry rights to vote at its general meetings (for example, shares carrying rights to vote that, under those articles, arise only where specified pecuniary advantages are not provided).

the Panel, F11...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

the company, and

every officer of it who is in default.

securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for such shares;

debentures issued by a company are treated as shares in the company if they carry voting rights.

is the offeror in relation to the takeover bid, and

holds at the date of the deposit of the requisition shares amounting to not less than 75% in value of all the voting shares in the company.

is the first such meeting to be held after the end of the offer period, and

is held at a time when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company,

debentures, or

shares that, under the company's articles of association, do not normally carry rights to vote at its general meetings (for example, shares carrying rights to vote that, under those articles, arise only where specified pecuniary advantages are not provided).

all the shares in a company, or

where there is more than one class of shares in a company, all the shares of one or more classes,

in relation to all the shares to which the offer relates, or

where the shares to which the offer relates include shares of different classes, in relation to all the shares of each class.

all or any shares that are allotted after the date of the offer but before a specified date;

all or any relevant treasury shares that cease to be held as treasury shares before a specified date;

all or any other relevant treasury shares.

the revision is not to be regarded for the purposes of this Chapter as the making of a fresh offer, and

references in this Chapter to the date of the offer are accordingly to be read as references to the date of the original offer.

intended to secure that the holder of the shares will accept the offer when it is made, and

the offer does not extend to shares that associates of the offeror hold or have contracted to acquire (whether unconditionally or subject to conditions being met), and

the condition would be satisfied if the offer did extend to those shares.

shares carry an entitlement to a particular dividend which other shares of the same class, by reason of being allotted later, do not carry,

there is a difference in the value of consideration offered for the shares allotted earlier as against that offered for those allotted later,

that difference merely reflects the difference in entitlement to the dividend, and

the condition in section 974(3) would be satisfied but for that difference.

the persons to whom an offer of consideration in the specified form is precluded are able to receive consideration in another form that is of substantially equivalent value, and

the condition in section 974(3) would be satisfied but for the fact that an offer of consideration in the specified form to those persons is precluded.

acquires or unconditionally contracts to acquire any of the shares to which the offer relates, but

does not do so by virtue of acceptances of the offer,

those shareholders have no registered address in the United Kingdom,

the offer was not communicated to those shareholders in order not to contravene the law of a country or territory outside the United Kingdom, and

that an offer which is not communicated to every holder of shares in the company cannot be a takeover offer for the purposes of this Chapter unless the requirements of paragraphs (a) to (c) of subsection (1) are met, or

that an offer which is impossible, or more difficult, for certain persons to accept cannot be a takeover offer for those purposes unless the reason for the impossibility or difficulty is the one mentioned in subsection (2).

not less than 90% in value of the shares to which the offer relates, and

in a case where the shares to which the offer relates are voting shares, not less than 90% of the voting rights carried by those shares,

not less than 90% in value of the shares of any class to which the offer relates, and

in a case where the shares of that class are voting shares, not less than 90% of the voting rights carried by those shares,

shares that are allotted after the date of the offer, or

relevant treasury shares (within the meaning of section 974) that cease to be held as treasury shares after the date of the offer,

the requirements for the giving of a notice under subsection (2) or (4) are satisfied, and

there are shares in the company which the offeror, or an associate of his, has contracted to acquire subject to conditions being met, and in relation to which the contract has not become unconditional.

the shares to which the offer relates included shares falling within paragraph (b) of subsection (6), and

in relation to shares falling within that paragraph, the words “by virtue of acceptances of the offer” in subsection (2) or (4) were omitted.

a takeover offer is made,

subsection (10) applies,

a takeover offer is made,

during the period beginning with the date of the offer and ending when the offer can no longer be accepted, an associate of the offeror acquires or unconditionally contracts to acquire any of the shares to which the offer relates, and

subsection (10) applies,

at the time the shares are acquired or contracted to be acquired as mentioned in subsection (8) or (9) (as the case may be), the value of the consideration for which they are acquired or contracted to be acquired (“the acquisition consideration”) does not exceed the value of the consideration specified in the terms of the offer, or

those terms are subsequently revised so that when the revision is announced the value of the acquisition consideration, at the time mentioned in paragraph (a), no longer exceeds the value of the consideration specified in those terms.

the period of three months beginning with the day after the last day on which the offer can be accepted, or

the period of six months beginning with the date of the offer, where that period ends earlier and the offer is one to which subsection (3) below applies.

a copy of the notice, and

a statutory declaration by him in the prescribed form, stating that the conditions for the giving of the notice are satisfied.

he fails to send a copy of a notice or a statutory declaration as required by subsection (4), or

he makes such a declaration for the purposes of that subsection knowing it to be false or without having reasonable grounds for believing it to be true.

on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

that the shareholder may, within six weeks from the date of the notice, indicate his choice by a written communication sent to the offeror at an address specified in the notice, and

which consideration specified in the offer will apply if he does not indicate a choice.

is not cash and the offeror is no longer able to provide it, or

was to have been provided by a third party who is no longer bound or able to provide it,

send a copy of the notice to the company, and

pay or transfer to the company the consideration for the shares to which the notice relates.

any money it receives under paragraph (b) of section 981(6), and

any dividend or other sum accruing from any other consideration it receives under that paragraph.

bears interest at an appropriate rate, and

can be withdrawn by such notice (if any) as is appropriate.

the person entitled to the consideration held on trust by virtue of section 981(9) cannot be found, and

subsection (5) applies,

reasonable enquiries have been made at reasonable intervals to find the person, and

twelve years have elapsed since the consideration was received, or the company is wound up.

the trust terminates,

the company or (if the company is wound up) the liquidator must sell any consideration other than cash and any benefit other than cash that has accrued from the consideration, and

the offeror has by virtue of acceptances of the offer acquired or unconditionally contracted to acquire some (but not all) of the shares to which the offer relates, and

the offeror has by virtue of acceptances of the offer acquired or unconditionally contracted to acquire some (but not all) of the shares to which the offer relates, and

those shares, with or without any other shares in the company which he has acquired or contracted to acquire (whether unconditionally or subject to conditions being met), amount to not less than 90% in value of all the shares in the company (or would do so but for section 990(1)).

the offeror has by virtue of acceptances of the offer acquired or unconditionally contracted to acquire some (but not all) of the shares of any class to which the offer relates, and

a shareholder exercises rights conferred on him by subsection (2), (3) or (4),

at the time when he does so, there are shares in the company which the offeror has contracted to acquire subject to conditions being met, and in relation to which the contract has not become unconditional, and

the requirement imposed by subsection (2)(b), (3)(b) or (4)(b) (as the case may be) would not be satisfied if those shares were not taken into account.

the reference in that paragraph to other shares in the company which the offeror has contracted to acquire unconditionally or subject to conditions being met were a reference to such shares which he has unconditionally contracted to acquire, and

the reference in that subsection to the period within which the offer can be accepted were a reference to the period referred to in section 984(2).

the end of the period within which the offer can be accepted, or

if later, the date of the notice that must be given under subsection (3) below.

the rights that are exercisable by the shareholder under that subsection, and

the period within which the rights are exercisable.

on conviction on indictment, to a fine;

on summary conviction, to a fine not exceeding the statutory maximum and, for continued contravention, a daily default fine not exceeding F12one-fiftieth of the statutory maximumF12one-fiftieth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences.

the shareholder may indicate his choice when requiring the offeror to acquire the shares, and

is not cash and the offeror is no longer able to provide it, or

was to have been provided by a third party who is no longer bound or able to provide it,

that the offeror is not entitled and bound to acquire the shares to which the notice relates, or

that the terms on which the offeror is entitled and bound to acquire the shares shall be such as the court thinks fit.

the court may not require consideration of a higher value than that specified in the terms of the offer (“the offer value”) to be given for the shares to which the application relates unless the holder of the shares shows that the offer value would be unfair;

the court may not require consideration of a lower value than the offer value to be given for the shares.

the application was unnecessary, improper or vexatious,

there has been unreasonable delay in making the application, or

there has been unreasonable conduct on the shareholder's part in conducting the proceedings on the application.

any person (other than the applicant) to whom a notice has been given under section 979;

any person who has exercised his rights under section 983.

any person to whom a notice has been given under section 979;

any person who has exercised his rights under section 983.

the offeror has after reasonable enquiry been unable to trace one or more of the persons holding shares to which the offer relates,

the requirements of that subsection would have been met if the person, or all the persons, mentioned in paragraph (a) above had accepted the offer, and

the consideration offered is fair and reasonable.

in the case of acquisitions by virtue of acceptances of the offer, by the joint offerors acquiring or unconditionally contracting to acquire the necessary shares jointly;

in other cases, by the joint offerors acquiring or unconditionally contracting to acquire the necessary shares either jointly or separately.

in the case of acquisitions by virtue of acceptances of the offer, by the joint offerors acquiring or unconditionally contracting to acquire the necessary shares jointly;

in other cases, by the joint offerors acquiring or contracting (whether unconditionally or subject to conditions being met) to acquire the necessary shares either jointly or separately.

an application under subsection (3) or (9) may be made by any of them, and

the reference in subsection (9)(a) to the offeror having been unable to trace one or more of the persons holding shares is to be read as a reference to none of the offerors having been able to do so.

a nominee of the offeror,

a holding company, subsidiary or fellow subsidiary of the offeror or a nominee of such a holding company, subsidiary or fellow subsidiary,

a body corporate in which the offeror is substantially interested,

a person who is, or is a nominee of, a party to a share acquisition agreement with the offeror, or

(where the offeror is an individual) his spouse or civil partner and any minor child or step-child of his.

the body or its directors are accustomed to act in accordance with his directions or instructions, or

he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the body.

it is an agreement for the acquisition of, or of an interest in, shares to which the offer relates,

it includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of such shares, or their interests in such shares, acquired in pursuance of the agreement (whether or not together with any other shares to which the offer relates or any other interests of theirs in such shares), and

it is not an excluded agreement (see subsection (5)).

if it is not legally binding, unless it involves mutuality in the undertakings, expectations or understandings of the parties to it, or

if it is an agreement to underwrite or sub-underwrite an offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.

“agreement” includes any agreement or arrangement;

as shares of the same class as those into which they are convertible or for which the holder is entitled to subscribe, or

as shares of the same class as other securities by reason only that the shares into which they are convertible or for which the holder is entitled to subscribe are of the same class.

references to the holder of shares or a shareholder are to be read accordingly;

references to shares being allotted are to be read as references to debentures being issued.