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SCHEDULES

[F1SCHEDULE 1CU.K.Rules of the Takeover Panel: general principles and other provision

PART 2U.K.Other provision

Protection of minority shareholders, the mandatory takeover bid and the equitable priceU.K.

9.(1)Rules must ensure that the offeror may offer by way of consideration for the securities which are the subject of the mandatory takeover bid—U.K.

(a)securities,

(b)cash, or

(c)a combination of both.

(2)Rules must ensure that cash must be offered—

(a)as an alternative where the consideration offered does not consist of liquid securities admitted to trading on a UK regulated market, and

(b)at least as an alternative where the securities purchased for cash over a relevant period by the offeror or by persons acting in concert with the offeror, taken together, carry 5% or more of the voting rights in the offeree company.

(3)“A relevant period” is a period—

(a)beginning at the same time as the period determined in accordance with paragraph 8(1), and

(b)ending when the offer closes for acceptance.

(4)Rules may require that cash must be offered, at least as an alternative, in all cases.]