This Resource Note outlines the main provisions of Rule 35 of The City Code on Takeovers and Mergers (Code), which deals with post-offer restrictions, including those relating to the announcement of a new offer within 12 months of the original offer lapsing, the acquisition of any interests in shares in the offeree above the offer value within six months of the closure of any previous offer, and dealings by a competing offeror whose offer has lapsed. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 35. 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 Response Statements (RS) published by the Code Committee • Annual

This Resource Note outlines the main provisions of Rule 36 of The City Code on Takeovers and Mergers (Code), which deals with partial offers (ie offers which, even if accepted in full, will result in the offeror holding less than 100% of the voting rights of the target). It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 36. 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 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 36—Setting the scene Takeover Code—Rule 36—Partial offers Code and Lexis+® UK

This Resource Note outlines the main provisions of Rule 37 of the City Code on Takeovers and Mergers (Code), which deals with company share buybacks, companies with dual class share structures and the enfranchisement of a company’s non-voting shares and the circumstances in respect of such structures or arrangements which may trigger a mandatory offer under Rule 9 of the 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 37. 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 Response Statements (RS) published by the Code Committee • Annual Reports published

This Resource Note outlines the main provisions of Rule 38 of The City Code on Takeovers and Mergers (Code), which relates to dealings by connected exempt principal traders. 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 38. 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 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 38—Setting the scene Takeover Code—Rule 38—Dealings by connected exempt principal traders Code and Lexis+® UK resources What it covers Rule

This Resource Note outlines the main provisions of Rule 3 of The City Code on Takeovers and Mergers (Code), which deals with the requirement for the board of the offeree (and in certain circumstances the offeror) to obtain competent independent advice on the financial terms of an offer. 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 3. 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

This Resource Note outlines the main provisions of Rule 5 of The City Code on Takeovers and Mergers (Code), which deals with the timing restrictions on acquisitions that apply during a takeover. 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 5. This Resource Note will be relevant to any stakebuilding exercise. 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

This Resource Note outlines the main provisions of Rule 6 of The City Code on Takeovers and Mergers (Code), which deals with the circumstances in which an acquisition of an interest in shares in the offeree will result in an obligation to offer a minimum level of consideration. 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 6. This Resource Note will be relevant to any stakebuilding exercise. 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 Response Statements (RS) published by the Code Committee • Annual Reports published by

This Resource Note outlines the main provisions of Rule 7 of The City Code on Takeovers and Mergers (Code), which deals with (a) the requirement for an immediate announcement if an offer is amended, (b) the circumstances in which connected discretionary fund managers and principal traders will be treated as acting in concert with an offeror or potential offeror and (c) the effect that an acquisition of an interest in shares in the offeree may have on the Panel’s willingness to permit a partial offer or Rule 9 whitewash. 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 7. 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)

This Resource Note outlines the main provisions of Rule 8 of The City Code on Takeovers and Mergers (Code), which requires various persons, during an offer period, to make public disclosures, or in certain cases private disclosures to the Panel on Takeovers and Mergers (Panel) only, of their positions or dealings in relevant securities of the parties to the offer. Disclosures are not required to be made in respect of positions or dealings in relevant securities of a cash offeror. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 8. 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 Response Statements (RS) published

This Resource Note outlines the main provisions of Rule 9 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 9. 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 9—Setting the scene Takeover Code—Rule 9—The

The Directive on Takeover Bids, Directive 2004/25/EC.

The Panel on Takeovers and Mergers, an independent body established in 1968, whose main functions are to issue and administer the Code and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. Its statutory functions are set out in and under CA 2006, ss 942–965 (Chapter 1 of Part 28).