This Resource Note outlines the main provisions of Rule 12 of The City Code on Takeovers and Mergers (Code). It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 12. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources 2021 changes to Code In March 2021 the Panel confirmed that it would be proceeding with amendments to the Code in relation to the treatment of offer conditions and the offer timetable. For firm offers announced before 5 July 2021, Rule 12.1 of the Code provided that it must be a term of the offer that it would lapse

This archived Resource Note outlines the main provisions of the version of Rule 12 of The City Code on Takeovers and Mergers (Code) that applied to firm offers announced before 5 July 2021. It has not been maintained since the Code’s revision in July 2021. For further information on the version of Rule 12 that applies to firm offers announced on or after 5 July 2021, see Resource Note: Takeover Code—Rule 12—Long-stop date. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Brexit impact In November 2018 the Panel published a consultation paper, PCP 2018/2, which proposed a number of changes to the Code arising from the UK’s withdrawal from the EU. In

This Resource Note outlines the main provisions of Rule 13 of The City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 13. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation of the Code) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Rule 13—Setting the scene Rule 13—conditions and pre-conditions to an offer Code and Lexis+® UK resources What

This Resource Note outlines the main provisions of Rule 14 of the City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 14. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation of the Code) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Rule 14—Setting the scene Rule 14—Where there is more than one class of share

This Practice Note outlines the main provisions of Rule 15 of The City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 15. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation of the Code) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Rule 15—Setting the scene Rule 15—Appropriate offer for convertibles, etc Code and Lexis+® UK resources What it covers Rule

This Resource Note outlines the main provisions of Rule 16 of The City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 16. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation of the Code) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Rule 16—Setting the scene Rule 16—Special deals and management incentivisation Code and Lexis+® UK resources What it covers Rule

This Resource Note outlines the main provisions of Rule 17 of the City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 17. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation of the Code) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Rule 17—Setting the scene Rule 17—Announcement of acceptance levels Code and Lexis+® UK resources What it covers Rule

This Resource Note outlines the main provisions of Rule 18 of The City Code on Takeovers and Mergers (Code), which deals with the terms on which an offeror may require a shareholder as a term of its acceptance of an offer to appoint a proxy to vote in respect of its shares or to exercise any other rights or take any other action in relation to those shares. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 18. Materials covered in this Resource Note include: • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation

This Resource Note outlines the main provisions of Rule 19 of The City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 19. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation of the Code) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • relevant Lexis+® UK resources Rule 19—Setting the scene Rule 19—Information Code and Lexis+® UK resources What it covers Rule 19 deals with the standards

This Resource Note outlines the main provisions of Rule 1 of The City Code on Takeovers and Mergers (Code), which deals with the requirement for an offeror (or its advisers) to notify a firm intention to make an offer in the first instance to the offeree board. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation

This Resource Note outlines the main provisions of Rule 20 of The City Code on Takeovers and Mergers (Code) and highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 20. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • Annual Reports published by the Panel containing discussion of general issues (Annual Reports) • relevant Lexis+® UK resources Rule 20—Setting the scene Takeover Code—Rule 20—Equality of information Code

This Resource Note outlines the main provisions of Rule 21 of The City Code on Takeovers and Mergers (Code), which deals with the restrictions on an offeror taking frustrating action in relation to an offer and entering into inducement fee and other offer-related arrangements. Rule 21 also deals with the requirement to provide equal information to competing offerors and to provide the independent directors of an offeree with all information furnished to external providers of finance on a management buy-out. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 21. Materials covered in this Resource Note include: • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and