rules 14 and 15 of the City Code on Takeovers and Mergers (Code) deal with the situation where an offer (principal offer) is made for equity shares of an offeree which has more than one class of share capital, and/or outstanding convertible securities, options, warrants and other rights to subscribe offeree shares.

The Code imposes requirements upon offerors to make offers linked to its principal offer, as follows:

1. •

   if an offeree has more than one class of equity shares, an offeror must make a comparable offer to the holders of each other class

2. •

   if an offer is made for voting equity share capital or other transferable securities carrying voting rights, an offeror must make an appropriate offer or proposal for any outstanding convertible securities, options or subscription rights

The fundamental principle underlying Rules 14 and 15 is equality of treatment, enshrined in General Principle 1:

'All holders of the securities of an offeree company of the same class must be afforded equivalent treatment; if a person acquires control of a company, the other holders of securities