The key dates of a takeover timetable as set out in Rule 31.

An offer in writing made by one party to another in detailed assessment proceedings proposing the payment of a specific sum of money thereby avoiding the need for any further delay or expense.

Without prejudice, save as to costs [Sir OR Madam], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 We refer to our [open] letter [of today’s date] (termination notice) regarding the [insert agreement name] dated [insert date] (Agreement) between [insert client name] (our client) and [insert counter-party name] ([insert counter-party short name]). 2 As stated in the termination notice, the Agreement was terminated by our client [in accordance with Clause [insert number] OR by accepting [insert counter-party short name]’s repudiation of the Agreement]. Termination followed [insert counter-party short name]’s breach of the Agreement as identified in [our earlier letter dated [insert date] (breach notice) and] the termination notice (the breach). 3 Our client asserts that it is entitled to payment of the Debt[, including [statutory]

Without prejudice, save as to costs [Sir OR Madam], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 We refer to our [open] letter [of today’s date] (termination notice) regarding the [insert agreement name] dated [insert date] (Agreement) between [insert client name] (our client) and [insert counter-party name] ([insert counter-party short name]). 2 As stated in the termination notice, the Agreement was terminated by our client [in accordance with Clause [insert number] OR by accepting [insert counter-party short name]’s repudiation of the Agreement]. Termination followed [insert counter-party short name]’s breach of the Agreement as identified in [our earlier letter dated [insert date] (breach notice) and] the termination notice (the breach). 3 Our

In the context of the UK prospectus regime (and more fully defined in section 102B of FSMA 2000), a communication in any form and by any means to any person which presents sufficient information on the transferable securities to be offered and the terms on which they are offered to enable an investor to decide to purchase or subscribe for those securities. An offer of securities to the public will, subject to certain exemptions, require the issuer to prepare a prospectus which must be approved by the FCA. See FSMA 2000, s 102B.

Any agreement, arrangement or commitment in connection with an offer, including any inducement fee arrangement or other arrangement having a similar or comparable financial or economic effect, as defined in Rule 21.2. Except with the consent of the Panel, neither the offeree nor any person acting in concert with it may enter into any offer-related arrangement with either the offeror or any person acting in concert with it during an offer period or when an offer is reasonably in contemplation.

The company for which an offer has been made or is in contemplation. Paragraph 3 of the Introduction to the Code sets out the rules as to the companies, transactions and persons to which the Code applies. The Code definition of offeree states that any reference to an offeree includes a potential offeree and that, in the case of a scheme of arrangement, a reference to the offeree should normally be construed as a reference to the company whose shares are proposed to be acquired under the scheme.

The circular that the offeree board is required under Rule 25.1 to send to offeree shareholders and persons with information rights, in accordance with Rule 30.1 containing financial and other information on the offeree and the views of the offeree board on the offer. In a recommended offer, the offeree board circular is normally included in the offer document. In a hostile bid, the offeree board will send a separate response document to shareholders and persons with information rights setting out its opinion on the offer. See also defence document.

Part 2 Additional information 1 Responsibility The Directors each accept responsibility for the information contained in this document, save that the sole responsibility accepted by the Directors in respect of information relating to the Offeror and any connected person of and any persons acting in concert with the Offeror, contained in this document has been to ensure that such information has been correctly compiled from published sources and is correctly and fairly reproduced and presented. Subject to the aforesaid, the Directors confirm that to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and, where appropriate, does not omit anything likely to affect the import of such information. 2 Company information The Company is a public company limited by shares, incorporated in [England and Wales] with registered number [insert number]. The Company’s registered office is at [insert offeree’s registered office address] [and its head office and the location of its principal

This document is important and requires your immediate attention. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you sell, or have sold or otherwise transferred, all of your Company Shares (other than pursuant to the Offer), please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document must not be forwarded or transmitted in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. If you sell or

The offering of a patented product is an infringement act.

In some sectors of the legal market, lawyers offer incentives to induce prospective clients to instruct the firm. Examples of inducements include: • a cash advance to be deducted from money recovered by the client in the matter • a free, non-returnable iPad or other device Personal injury matters You must not offer another person an inducement to make a claim in civil proceedings for: • damages for personal injury or death, or • damages arising out of circumstances involving personal injury The ban covers inducements that are intended or likely to encourage someone to make a claim or to seek advice from a regulated person (eg a law firm) with a view to making a claim. The ban applies no matter how the offer is made, whether it is conditional, when it is to be made, and even when the benefit is to be received by a third party. Breaching the Act: • is not an offence • does not confer any right of action for breach of statutory duty • is a breach