Auditor appointed by the trustees or managers of an occupational pension scheme under a s 47 appointment letter.

Scheme chargeable payments are: (1) any unauthorised payment by the pension scheme other than a payment that is exempted by the Finance Act 2004, s 241(2) from being a scheme chargeable payment (see list below); and (2) a payment that the pension scheme is treated as having made and classed as a scheme chargeable payment by: (a) the Finance Act 2004, 181A because of not meeting the minimum level of payment of alternatively secured pension (now obs); (b) the Finance Act 2004, s 183 or 185 because of unauthorised borrowing, or (c) the Finance Act 2004, s 185A or s 185F because of income or gains from taxable property.

Pensions analysis: The Pensions Ombudsman has partially upheld a complaint about the repayment of an overpaid pension. Martin Scott of gunnercooke LLP looks at the decision.

Pensions analysis: In the determination of Dr D, CAS-70911-G6X6, the Pensions Ombudsman partially upheld a complaint by a member who incurred a large tax charge after withdrawing his entire pension benefits at age 75. As the member approached age 75, he failed to act on the scheme’s recommended options or to take tax advice and his funds were automatically switched to a cash fund at age 75. He then withdrew his entire benefits, resulting in the tax charge. The Ombudsman found that the scheme was not responsible for the tax consequences of the member's actions and so was not under a duty of care to advise the member on the tax consequences of withdrawing his entire pension at that stage. Martin Scott of gunnercooke LLP looks at the decision.

PART [Seven] ADDITIONAL INFORMATION 1 Responsibility 1.1 The [Offeree] Directors whose names are set out in paragraph 2.1 below accept responsibility for the information contained in this document, other than the information for which responsibility is taken by others pursuant to paragraph[s] [1.2 and ]1.3 below. To the best of the knowledge and belief of the [Offeree] Directors (who have 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 does not omit anything likely to affect the import of that information. 1.2 [The [Offeror Parent] Directors whose names are set out in paragraph 2.2 below accept responsibility for the information contained in this document relating to [Offeror Parent], the [Wider ][Offeror] Group (including [Offeror]), the [Offeror Parent] Directors, the [Offeror] Directors and their respective close relatives, related trusts and connected persons, and persons deemed to be acting in concert with [Offeror Parent] (as such term is defined in the Takeover Code). To the best of the knowledge and belief of the [Offeror Parent]

DEFINITIONS The following apply throughout this document unless the context otherwise requires: [Offeree] or the Offeree • [insert full name of offeree] PLC, a public limited company incorporated in England and Wales with registered number [insert number] [Offeree] Directors • the directors of [Offeree] at the date of this document, as set out in paragraph [insert number] of Part [Seven] [Offeree] General meeting • the general meeting of [Offeree] convened by the notice set out in Part [Ten] (Notice of [Offeree] General Meeting) of this document, including any adjournment thereof [[Offeree] Group • [Offeree] and its subsidiary undertakings] [[Offeree] Optionholders • holders of options in the [Offeree] Share Plans [Offeree] Shareholders • holders of [Offeree] Shares [[Offeree] Share Plans • any of [insert details of any share option schemes or similar operated by offeree]] [Offeree] Shares • the ordinary shares of [insert nominal value] each in the capital of [Offeree] [Offeree] Warrantholders • holders of [Offeree] Warrants [Offeree] Warrants • the warrants to subscribe for [Offeree] Shares issued under the [Offeree] share warrant instrument dated [insert date]] [Offeror] or the Offeror • [insert full name of offeror], a [public OR private] limited company [and a wholly owned subsidiary of [Offeror Parent]], incorporated in [England and Wales] with registered number [insert number]

Explanatory statement (in compliance with section 897 of the Companies Act 2006) [insert name of offeree’s financial advisers] [insert address of offeree’s financial advisers] To: the holders of [Offeree] Shares, persons with information rights and, for information only, to holders of options under the [Offeree] Share Plans Dear [Offeree] Shareholder Recommended Cash Offer for [insert offeree name] by [insert offeror name] 1 Introduction On [insert date] the boards of [Offeror] and [Offeree] announced that they had agreed the terms of a recommended cash offer [for OR by [Offeror] to acquire] the entire issued and to be issued ordinary share capital of [Offeree]. The offer is now to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Your attention is drawn to Part One (Letter from the Chair of [Offeree]) of this document, which forms part of this Explanatory Statement. The letter contains, among other things, the unanimous recommendation by the [Offeree] Directors to [Offeree] Shareholders to vote in favour of the Scheme at the Court Meeting and of the Resolution at the [Offeree] General Meeting. That letter

This document is important and requires your immediate attention. It contains a proposal which, if implemented in full, will result in the cancellation of the listing of [Offeree] Shares on [insert name of relevant market, such as AIM or the Main Market of the London Stock Exchange]. If you are in any doubt about the Offer or the 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 [Offeree] Shares, please send this document and any accompanying documents (but not any accompanying personalised documents) at once 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

Letter from the chair of [Insert name of offeree company] plc (incorporated in [England and Wales] with registered number [insert number]) Registered office: [insert address] Directors: [List names of directors and roles/positions, eg, Chair, Chief Executive, Chief Financial Officer, Non-Executive Director] [insert date] To: [Offeree] Shareholders and, for information only, persons with information rights[, OR and] participants in the [Offeree] Share Plans [ and [Offeree] Warrantholders] Dear Shareholder Recommended Cash Offer for [Offeree] by [Offeror] 1 Introduction On [insert date] the boards of [Offeror] and [Offeree] announced that they had agreed the terms of a recommended cash offer [for OR by [Offeror] to acquire] the entire issued and to be issued ordinary share capital of [Offeree]. The offer is now to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. This letter sets out the terms of the Scheme and the background to, and the reasons for, the [Offeree] Directors’ unanimous recommendation that [Offeree] Shareholders should vote in favour of it. Details of the actions you should take are set out in paragraph [insert number] of Part Two (Explanatory

IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD) No. [This number will be assigned by the Court] of [insert year] In the matter of[insert name of offeree company] and IN THE MATTER OF THE COMPANIES ACT 2006 SCHEME OF ARRANGEMENT (under sections 895 to 899 of the Companies Act 2006) between [insert name of offeree company] and THE HOLDERS OF SCHEME SHARES (as hereinafter defined) PRELIMINARY (A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings: [Offeror] or the Offeror • [insert full name of offeror], a [public OR private] limited company[ and a wholly owned subsidiary of Offeror Parent], incorporated in [England and Wales] with registered number [insert number][ for the sole purpose of implementing the Offer]; [Offeror] Group • [Offeror] and its subsidiary undertakings; [[Offeror Parent] • [insert full name of offeror’s parent company], a [private OR public] company, incorporated in [insert jurisdiction] with registered number [insert number] and the immediate parent company of [Offeror];] Announcement • the press release announcing [Offeror]’s firm intention to make the Offer dated [insert date of firm offer announcement]; business day • a day, other than a Saturday, Sunday or public

Pensions analysis: The Pensions Ombudsman (PO) has partially upheld a complaint about the payment of a dependant child’s pension. Martin Scott of gunnercooke LLP looks at the decision.

Pensions analysis: The Pensions Ombudsman (PO) has partially upheld a complaint from a former spouse that a scheme could not seek a return of an overpaid pension following the remarriage of her partner. Martin Scott of gunnercooke LLP looks at the decision.