This archived Precedent is an announcement declaring an offer unconditional as to acceptances. It has not been maintained since the Takeover Code’s revision in July 2021. The Code now provides that, subject to certain exceptions, the acceptance condition should only be capable of being satisfied once all of the other offer conditions have been satisfied or waived. For a sample announcement declaring an offer unconditional, see Precedent: Announcement declaring offer unconditional. Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [insert date] For immediate release [Recommended][ cash] offer (the Offer) by [Insert name of offeror] for [Insert name of offeree] PLC Offer unconditional as to acceptances On [insert date of Rule 2.7 announcement], the board[s] of [insert full name of Offeror][ and [insert full name of Offeree]] announced under Rule 2.7 of the Code that [[Offeror] had made OR they had

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [ New offeror shares to be issued pursuant to the offer have not been and will not be registered in the united states of america under the securities act of 1933, as amended, nor under any relevant securities laws in canada, australia, or japan. ] [insert date] For immediate release Recommended [Cash ]offer (the Offer) of [Insert name of offeree] PLC by [Insert name of offeror] Results of court meeting and general meeting On [insert date of Rule 2.7 announcement], the boards of [insert full name of Offeree] ([Offeree]) and [insert full name of Offeror] ([Offeror]) announced under Rule 2.7 of the City Code on Takeovers and Mergers (Code) that they had reached agreement on the terms of a recommended[ cash] offer by [Offeror] to acquire the entire issued and to be issued ordinary share capital of [Offeree]

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [insert date] For immediate release Recommended [Cash ]offer (the Offer) of [Insert name of offeree] PLC by [Insert name of offeror] Court sanction of scheme of arrangement On [insert date of Rule 2.7 announcement], the boards of [insert full name of Offeree] ([Offeree]) and [insert full name of Offeror] ([Offeror]) announced under Rule 2.7 of the City Code on Takeovers and Mergers (Code) that they had reached agreement on the terms of a recommended[ cash] offer by [Offeror] to acquire the entire issued and to be issued ordinary share capital of [Offeree] (the Acquisition) to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme). The full terms and conditions of the Scheme were set out in the scheme document issued by [Offeree] on [insert date

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [ New offeror shares to be issued pursuant to the offer have not been and will not be registered in the united states of america under the securities act of 1933, as amended, nor under any relevant securities laws in canada, australia, or japan. ] [insert date] For immediate release Recommended [Cash ]offer (the Offer) of [Insert name of offeree] PLC by [Insert name of offeror] Scheme becomes effective On [insert date of Rule 2.7 announcement], the boards of [insert full name of Offeree] ([Offeree]) and [insert full name of Offeror] ([Offeror]) announced under Rule 2.7 of the City Code on Takeovers and Mergers (Code) that they had reached agreement on the terms of a recommended[ cash] offer by [Offeror] to acquire the entire issued and to be issued ordinary share capital of [Offeree] (the Acquisition) to be implemented by means

The City Code on Takeovers and Mergers (Code) is the principal source of rules governing: • the timing, manner and specific content of announcements before and during a takeover bid • the disclosure of shareholdings and dealings during an offer period (see Practice Note: Disclosure of interests—The Code) Practice Statement 20: Rule 2—Secrecy, possible offer announcements and pre-announcement responsibilities describes the way in which the Takeover Panel (Panel) normally interprets and applies the provisions of Rule 2 of the Code relating to the need for secrecy before, and the timing and contents of, possible offer announcements, including the steps which the Panel expects the parties to a possible offer and their advisers to take in order to ensure they comply with their responsibilities under Rule 2. This Practice Note describes the various announcements that offerees and offerors may be required, under the Code, to publish during the course of an offer, covering: • Announcements prior to a bid • Announcement of a possible offer • Announcement of a formal sale process • Identification of offerors • The 'put-up or shut-up' regime • 'No

General During the lifetime of an agreement (and sometimes afterwards) one or more of the parties may wish to inform third parties about certain matters regarding the existence of the agreement, its subject matter, or events arising from the operation of the agreement. The type of information envisaged is that which is contained in public announcements or press releases made by one or more of the parties (eg to inform investors, potential investors, the press, potential customers or regulatory authorities). This type of announcement is usually distinct from information which results from the operation of the agreement (eg in a consultancy agreement, the consultant may make regular reports of the work it carries out and provide the information to its client or sometimes third parties). However, the parties will not normally wish to allow each other to freely release information to third parties and will insert a clause in the agreement which forbids all or some of the parties from releasing certain (or all) information. The general aim of an announcements clause is to control the form of public

Total radiation dose received by an individual in a one year period.

A general meeting that certain companies are required to hold each year. A public company must hold an AGM each year within the period of six months beginning with the date following its accounting reference date (ARD). A private company is not required to hold an AGM each year (although it may choose to do so and its articles of association may contain provisions requiring the company to hold an AGM each year). The business conducted at an AGM usually includes the declaration of a dividend, the consideration of the company's accounts and reports, the election of directors in place of those retiring and the appointment of the company's auditors and the fixing of their remuneration.

CA 2006, s 471 defines ‘annual accounts’ as any individual accounts prepared by the company for that year, and any group accounts prepared by the company for that year.

For the purposes of CA 2006, Pt 15 a company's annual accounts and reports include: —the annual accounts —the directors' report —the strategic report (unless the company is not required to prepare one) —the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (in the case of a quoted company), and —the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption)

The maximum aggregate amount of pensions savings that can be made in any year by or on behalf of an individual under all registered pension schemes of which the individual is a member of without incurring tax penalties. Any excess gives rise to a tax charge known as the annual allowance charge.

A charge in respect of the amount by which the total pension input amount for a tax year in the case of an individual who is a member of one or more registered pension schemes exceeds the amount of the annual allowance available to that person for the tax year.