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. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE[, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE]. [insert date] For immediate release [Insert name of offeree] PLC (the Company) Statement concerning [insert full name of potential offeror] ([Offeror]) The board of directors of the Company [notes the recent movement in its share price and] announces that it has received an approach from[, and is in preliminary discussions with, ][insert full name of potential offeror] ([Offeror]) [which is a [insert shareholding as a percentage of offeree total share capital]% shareholder in the Company]. This approach

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. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE[, EVEN IF THE PRE-CONDITIONS REFERRED TO BELOW ARE SATISFIED OR WAIVED], NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE. [insert date] For immediate release Insert FULL NAME OF POTENTIAL OFFEROR (the Company) Statement concerning [insert full name of potential offeree] ([Offeree]) The Company notes the recent speculation concerning a possible offer by it for [insert full name of potential offeree]. The Company confirms that it is in the preliminary stages of considering a possible offer for the share capital of [Offeree]. There can be no certainty

See Talks announcement.

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [ THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE. THE OFFER WILL BE MADE SOLELY THROUGH THE OFFER DOCUMENT OR, IF [offeror] ELECTS TO SWITCH TO A SCHEME, THE SCHEME DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION, INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED. ANY ACCEPTANCE OR OTHER RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT OR SCHEME DOCUMENT (AS APPROPRIATE). New [offeror] shares to be issued pursuant

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [ THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE acquisition OR OTHERWISE. THE scheme DOCUMENT OR, IF [Offeror] ELECTS TO SWITCH TO An offer, THE offer DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION, INCLUDING DETAILS OF HOW to vote in respect of THE scheme. ANY RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE scheme DOCUMENT OR offer DOCUMENT (AS APPROPRIATE). New [Offeror] shares to be issued pursuant to the offer have not been and

See offer-announcement'>Firm offer announcement.

This usually refers to the financial adviser to the offeree board. Rule 3.1 requires the offeree board to obtain competent independent advice on the terms of any offer. Rule 3.2 requires the offeror board to obtain competent independent advice on any offer when the offer being made is a reverse takeover or when the offeror directors are faced with a conflict of interest. In each case, the offeree or offeror must make the substance of such advice known to its shareholders.

DR analysis: the Chancery Division has refused an out-of-time application for permission to appeal and dismissed the appeal. In doing so it considered ‘enough is enough’ and that the matter had gone on ‘for too long’. Whilst expressing some sympathy to the litigant in person appellant about the confusing ways in which to challenge a bankruptcy order, the court was concerned the delay and cost of this litigation were disproportionate and undue. It also considered the appellant’s prospects of succeeding on her defence were ‘not high’ and that were her appeal to proceed, she would almost certainly be faced with a significant order for costs which may result in her fighting off another bankruptcy order. This judgment is a reminder that the principles of CPR 3.9 and the Court of Appeal’s decision in Mitchell are to be applied by analogy, if not directly, to late applications for an extension of time in which to bring an appeal.

An announcement of new information'>material information made after the 39th day following the publication of the initial offer document.

Employment analysis: When considering whether it is just to extend time under Rule 37(5): (1) the EAT should weigh the balance of justice or injustice to both parties, were it either to grant or refuse the extension, (2) there is greater scope for the EAT to be forgiving of mistakes when exercising its discretion under Rule 37(5) than under the jurisprudence relating to the discretion under Rule 37(1), (3) the three particular factors mentioned in the sub-rule (the manner in which, and the timeliness with which, the error has been rectified and any prejudice to any respondent) must be considered and treated as relevant, (4) what other circumstances are relevant is a matter for the appreciation of the EAT on the facts of the given case, and (5) what weight to attach to each of the factors mentioned in the subrule and each of the other relevant circumstances is a matter for the EAT.

Note 1 of the Notes on Dispensations from Rule 9 provides that the Panel will normally waive the obligation to make a mandatory offer under Rule 9 when the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make such an offer, if there is an independent vote at a shareholders’ meeting. Appendix 1 sets out the Rule 9 waiver/whitewash procedure.

In answering this Q&A we have focussed our research on the Capacity Market Rules 2014 (including amendments effective as at today’s date) (CM Rules) and the provisions of the Electricity Capacity Regulations 2014, SI 2014/2043 (as amended) (CM Regulations, SI 2014/2043). From our review of the consultations and guidance published by government, National Grid, Ofgem and the CM Settlement Body we cannot see a specific explanation given for the rationale behind the provision at CM Rules, r 9.2.7. Subject to the caveat in the above paragraph, it seems to us logical to conclude the CM Rules, r 9.2.7