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Part VI · Public Company Statements and Reporting Requirements

154. Prohibited activity during tender offer

(1)

During a tender offer period, the bidder and persons acting with the bidder shall not -

(a} directly or indirectly, purchase or make any arrangement to purchase any securities of the issuer that is subject to the tender offer (or any security which is immediately convertible into or exchangeable for that security) outside of the tender offer; and fbi shall not sell any securities of that issuer.

1350

(2}

At any time an issuer has been informed of a pending tender offer for any of its securities or has reason to believe that an offer is pending, it must not take any action identified by the Authority's regulations. The Authority may make regulations to specify particular actions that are not permitted during or in connection with a tender offer.

(3}

Any tender offer shall be open to all holders of securities of the class of securities subject to the tender offer. All holders of securities of the same class of an issuer must be given similar treatment by the bidder. The consideration paid to any holder of securities pursuant to the tender offer must be the same paid to any other holder of securities under the tender offer.

(4)

Within the period of validity of the tender offer, a bidder or persons acting with it may not make any arrangements or enter into agreements-

(a} with holders of securities or separate groups of holders of securities;

(b)

to deal in securities of the issuer;

(c)

if there are favourable conditions attached which are not being extended to all holders of securities.

(5)

During a tender offer period or when a tender offer is in contemplation, neither a bidder nor an issuer whose securities are the subject of a tender offer nor any of their respective advisers may furnish information to some holders of securities that is not made available to all holders of securities, except that information may be furnished in confidence by an issuer to a bona fide potential bidder, but the potential bidder thereby becomes an insider with respect to the issuer and subject to the penalty imposed by section 129.

(6)

Any information provided by an issuer to one bidder is subject to immediate disclosure in the same form to other potential bidders.

Report

Part VII

Capital Markets Services Licence and Representative'S Licence

Part VIII

Books, Audit and Client'S Assets

Part IX

Part X

Intervention Powers of Authority

Part XI

Complaints Committee and Investor Compensation Scheme

Part XII

Financial Markets Services Panel

Part XIII

General