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Timetable For A Bid Chart Notes

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Timetable For A Bid Chart Revision

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Date Before Announceme nt

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D-28 Offer period begin

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D-0

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Timetable for a bid Event Due diligence by offeror Approach by offeree board (1a) Draft documents Obtain any irrevocable undertakings Build stake in offeree company Possibly make a r.2.4 announcement (announcement of a possible offer) o if so, the offer period will begin o Announcement does not need to identify the offeree company o Published in same way as a 2.7 announcement o 2.12(a) send announcement to shareholders & Panel & make disclosure required by r.2.10 o 2.6(a) Potential offeror has 28 days to 'put up or shut up' - 28 days from announcement within which must make 2.7 announcement or a statement under r.2.8 that is does not intend to make an offer
 2.6(c) offeree board can approach the Panel to ask it to extend 28-day deadline Announce offer under Rule 2.7 (announcement of firm in intention to make an offer) o 2.2 where a serious source has notified the board of the offeree company of a firm intention to make an offer, this triggers the requirement for an announcement
 2.2(a) only make after the most careful and responsible consideration, and only if offeror has every reason to believe that it can, and will continue to be able to, implement the offer
 2.7(b) once the announcement is made, the offeror must proceed with the offer o 2.9 make announcement to an RIS
 Typed & faxed or emailed
 If outside business hours, also distribute to at least 2 national newspapers and 2 newswire services in the UK
 2.12(b)(i) offeree company send copy of announcement promptly to shareholders & (c) Panel
 2.12(b)(ii) offeror and offeree make announcement available to employee representatives o 2.3 if the announcement is required before the offeror has approached the offeree company, or a rule 9 obligation has arisen, responsibility for making the announcement lies with the offeror o 2.3(c) if announcement required after the offeror has approached offeree company, offeree company's obligation to make announcement

24.1(a) Send offer document to target shareholders o Addressed to the offeree shareholders o Makes the formal contractual offer to acquire their shares in the offeree o 30.3 Before it is published it must be send in hard copy &
electronic form to the Panel o 24.1(b)(i) publish offer document on a website on date sends to company shareholders o 24.1(b)(ii) announce to an RIS that it has displayed document

Rule 1 & 2.2-2.8

2&
DTR

2.2.1R

24.1

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