In this schedule, unless the context otherwise requires,—

(1) A buyback effected in reliance on the buyback exemption must be approved by ordinary resolution of the shareholders of the Company.

(2) Neither person P nor any associate of person P may vote in favour of any resolution concerning the buyback that relates to person P's increase in voting control.

(3) If a buyback is pursuant to a non-pro rata offer to shareholders, neither the seller (being a person who accepts a non-pro rata offer) nor any associate of the seller may vote in favour of the resolution.

The notice of meeting containing the proposed resolution to approve the buyback must contain, or be accompanied by, the following:

• (a) full particulars of the buyback:

• (b) a statement of the name of person P:

• (c) the following particulars of the voting securities that may, if the resolution is carried, be acquired by the Company under the buyback:

  • (i) the maximum number (the approved maximum number) of its own voting securities that the Company could acquire under the buyback:

  • (ii) the percentage of all voting securities on issue that the approved maximum number represents:

  • (iii) the maximum percentage (the approved maximum percentage) of all voting securities on issue that person P could hold or control if the Company acquired the approved maximum number of voting securities:

  • (iv) the maximum percentage of all voting securities on issue that person P and person P’s associates, excluding person P's exempt associates, could hold or control, in aggregate, if the Company acquired the approved maximum number of voting securities:

  • (v) the maximum percentage of all voting securities on issue that person P and all person P’s associates could hold or control, in aggregate, if the Company acquired the approved maximum number of voting securities:

• (d) the consideration for the buyback, or the manner in which the consideration will be determined, and when it will be payable:

• (e) the reasons for the buyback:

• (f) a statement to the effect that the increase in person P’s voting control that would result from the buyback would, if approved, be permitted as an exception to rule 6(1) of the Code in reliance on the buyback exemption in clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001:

• (g) a report from an independent adviser, in relation to the buyback, that complies with rule 18 of the Code as if—

  • (i) references in that rule to an acquisition under rule 7(c) of the Code were references to the buyback by the Company made in accordance with the buyback exemption; and

  • (ii) the references to a notice of meeting were references to the notice of meeting referred to in this clause:

• (h) a statement by the directors of the Company, in relation to the buyback, that complies with rule 19 of the Code as if the reference in that rule to an acquisition under rule 7(c) of the Code were a reference to the buyback by the Company made in accordance with the buyback exemption:

• (i) the assumptions on which the particulars referred to in paragraph (c) are based, which must include the assumptions referred to in clause 4:

• (j) the calculation date.

The following assumptions must be applied for the purposes of providing the particulars of voting securities, as specified in clause 3(c):

• (a) that the number of voting securities in the Company is the number of voting securities on issue on the calculation date:

• (b) that there is no change in the total number of voting securities on issue between the calculation date and the end of the buyback period, other than as a result of the buyback:

• (c) that person P does not participate in the buyback:

• (d) that the Company acquires the approved maximum number of its own voting securities:

• (e) any other assumptions that are reasonably necessary to ensure that shareholders are provided with the material information required for them to be able to determine whether to approve the resolution.

During the buyback period, person P must not hold or control a percentage of the voting securities that exceeds the approved maximum percentage of voting securities, except as a result of an other-means increase that complies with clause 9.

(1) At the same time that the notice of meeting containing the proposed resolution is sent to shareholders of the Company, the Company must send to the Panel, in hard copy and (if possible) in electronic form, a copy of the notice and any documents accompanying it that relate to the meeting.

(2) If, before the meeting to approve the buyback, a person publishes or sends to shareholders of the Company a statement or information that relates to the meeting but that was not required by the Code to be published or sent, the person must send to the Panel, in hard copy and (if possible) in electronic form, a copy of that statement or information.

If the buyback takes place over a period of more than 12 months, every annual report of the Company issued during the buyback period must include the following matters, in a prominent position:

• (a) a summary of the terms of the buyback, as approved at the meeting at which shareholder approval of the buyback was given:

• (b) a statement, as at the end of the financial year to which the report relates, of—

  • (i) the number of voting securities on issue acquired by the Company under the buyback; and

  • (ii) the number of voting securities on issue that are held or controlled by person P, and the percentage of all voting securities on issue that that number represents; and

  • (iii) the percentage of all voting securities on issue that are held or controlled, in aggregate, by person P and person P's associates; and

  • (iv) the maximum percentage of all voting securities on issue that could be held or controlled by person P if the Company acquires the approved maximum number of voting securities; and

  • (v) the maximum percentage of all voting securities on issue that would be held or controlled, in aggregate, by person P and person P's associates if the Company acquires the approved maximum number of voting securities:

• (c) a statement of the assumptions on which the particulars referred to in paragraph (b) are based.

(1) This condition applies only if—

• (a) the buyback takes place over a period of more than 12 months; and

• (b) the Company has an Internet site.

(2) Following the issue of the first annual report during the buyback period and up to the issue of the first annual report after the end of the buyback period, the Company must disclose on its Internet site the information required under clause 7 to be disclosed in an annual report.

(3) During the buyback period and up to the issue of the first annual report after the end of the buyback period, the Company must—

• (a) announce on its Internet site any aggregate increase of 1% or more in the voting securities held or controlled by person P since the date of the last disclosure under this paragraph or, where no prior disclosure has been made, since the date of the first aggregate increase of 1% or more in the voting securities held or controlled by person P; and

• (b) maintain every such announcement on its Internet site in a prominent position.

(4) The announcement referred to in subclause (3)(a) must be made as soon as the Company is aware, or ought to be aware, that the relevant increase has occurred.

(1) During the buyback period, person P must not increase its voting control in the Company by way of an other-means increase unless the other-means increase—

• (a) is by an acquisition of voting securities approved in accordance with rule 7(c) of the Code; or

• (b) is by an allotment of voting securities approved in accordance with rule 7(d) of the Code; or

• (c) is permitted by another exemption granted by the Panel.

(2) If approval of the Company's shareholders is required under subclause (1)(a) or (b), the notice of meeting containing the resolution to approve the other-means increase must contain or be accompanied by the following:

• (a) a summary of the terms of the buyback, as approved at the meeting at which shareholder approval of the buyback was given:

• (b) a statement, as at the date of the notice of meeting containing the resolution to approve the other-means increase, of the following particulars:

  • (i) the numbers and percentages referred to in clause 7(b):

  • (ii) the maximum percentage of all voting securities on issue that could be held or controlled by person P after the other-means increase and completion of the buyback:

  • (iii) the maximum percentage of all voting securities on issue that could be held or controlled by person P and person P's associates after the other-means increase and completion of the buyback:

• (c) a statement of the assumptions on which the particulars referred to in paragraph (b) are based.

(3) If an other-means increase is approved by shareholders in accordance with this clause, the reference in clause 5 to the approved maximum percentage must be taken to be a reference to the approved maximum percentage adjusted to take account of the other-means increase.

(1) During the buyback period, there must be no change of control in person P that results in another person becoming the holder or controller of an increased percentage of the voting rights in the Company unless the change of control in person P—

• (a) is by an acquisition of voting securities in person P approved by an ordinary resolution of the Company in accordance with rule 7(c) of the Code; or

• (b) is by an allotment of voting securities in person P approved by an ordinary resolution of the Company in accordance with rule 7(d) of the Code; or

• (c) is permitted under another exemption granted by the Panel.

(2) If approval of the Company's shareholders is required under subclause (1)(a) or (b), the notice of meeting containing the resolution to approve the change of control must contain or be accompanied by the following information:

• (a) a summary of the terms of the buyback, as approved at the meeting at which shareholder approval of the buyback was given:

• (b) a statement, as at the date of the notice of meeting containing the resolution to approve the change of control, of the numbers and percentages referred to in clause 7(b):

• (c) a statement of the assumptions on which the particulars referred to in paragraph (b) are based.

(1) In this schedule, unless the context otherwise requires,—

(2) If person P or any of person P's exempt associates is relying on the rule 16(b) exemption in relation to more than 1 specified transaction, a reference in this schedule to the specified transaction is a reference to each of those specified transactions.

The notice of meeting containing the proposed resolution to approve the specified transaction (as referred to in rule 16 of the Code) must contain, or be accompanied by, the following:

• (a) full particulars of the specified transaction:

• (b) a statement of the name of person P:

• (c) the following particulars of the voting securities to be allotted under the specified transaction:

  • (i) the maximum number of voting securities that could be allotted to person P under the specified transaction (the approved maximum number):

  • (ii) that number expressed as a percentage of all voting securities on issue after the allotment under the specified transaction:

  • (iii) the potential maximum percentage (the approved maximum percentage) of all voting securities on issue that could be held or controlled by person P on completion of the specified transaction:

  • (iv) the maximum percentage of all voting securities on issue that person P and person P's associates, excluding person P's exempt associates, could hold or control in aggregate on completion of the specified transaction:

  • (v) the maximum percentage of all voting securities on issue that person P and all person P's associates could hold or control in aggregate on completion of the specified transaction:

• (d) if there is more than 1 specified transaction, the particulars of voting securities referred to in paragraph (c) as if references to the specified transaction were references to the combined specified transactions:

• (e) a statement, in addition to the statement required by rule 16(f) of the Code, that the disclosures made in the notice of meeting have been modified in reliance on the exemption set out in clause 10A of the Takeovers Code (Class Exemptions) Notice (No 2) 2001:

• (f) the assumptions on which the particulars referred to in paragraphs (c) and (d) are based, which must include the assumptions referred to in clause 3(2):

• (g) the calculation date.

(1) The assumptions set out in subclause (2) must be applied for the purpose of providing the particulars of the specified transaction and, if necessary, of the combined specified transactions, as those particulars are specified in clause 2(c).

(2) The assumptions are as follows:

• (a) that the number of voting securities is the number of voting securities on issue on the calculation date:

• (b) that there is no change in the total number of voting securities on issue between the calculation date and the end of the allotment period, other than as a result of the specified transaction:

• (c) that, in relation to clause 2(c)(i) to (iii), person P is allotted the approved maximum number under the specified transaction, as follows:

  • (i) in the case of a rights issue, person P takes up all of its rights and no other person takes up their rights:

  • (ii) in the case of the conversion of convertible securities, person P converts all of its securities and no other holder of convertible securities converts theirs:

  • (iii) in the case of an underwriting arrangement, person P is allotted the approved maximum number of securities under the arrangement:

• (d) that, in relation to clause 2(c)(iv), person P and each of person P’s associates who is not an exempt associate are allotted the maximum number of voting securities under the specified transaction in the manner described in paragraph (c)(i) to (iii) (which must be read as if the references to person P were references to person P together with each of person P’s associates who is not an exempt associate):

• (e) that, in relation to clause 2(c)(v), person P and each of person P’s associates are allotted the maximum number of voting securities under the specified transaction in the manner described in paragraph (c)(i) to (iii) (which must be read as if the references to person P were references to person P together with all person P’s associates):

• (f) any other assumptions that are reasonably necessary to ensure that shareholders are provided with the material information required for them to be able to determine whether to approve the resolution.

Until the end of the allotment period, person P must not hold or control a percentage of voting securities that exceeds the approved maximum percentage, except as a result of an other-means increase that complies with clause 7.

(1) If allotments under a specified transaction, or under combined specified transactions, occur over a period of more than 12 months, every annual report of the Company issued during the allotment period, and the first annual report issued after the end of the allotment period, must include the matters set out in subclause (2) in a prominent position.

(2) The matters to be included in annual reports are as follows:

• (a) a summary of the terms of the specified transaction, as approved at the meeting at which approval for the allotment of voting securities under the specified transaction was given:

• (b) a statement, as at the end of the financial year to which the report relates, of—

  • (i) the number of voting securities allotted to person P under the specified transaction; and

  • (ii) the number of voting securities on issue that are held or controlled by person P, and the percentage of all voting securities on issue that that number represents; and

  • (iii) the percentage of all voting securities on issue that are held or controlled, in aggregate, by person P and person P's associates; and

  • (iv) the maximum percentage of all voting securities on issue that could be held or controlled by person P on completion of the specified transaction and, if there is more than 1 specified transaction under which allotments could yet be made, on completion of all those specified transactions; and

  • (v) the maximum percentage of all voting securities on issue that could be held or controlled, in aggregate, by person P and person P's associates on completion of the specified transaction and, if there is more than 1 specified transaction under which allotments could yet be made, on completion of all those specified transactions:

• (c) a statement of the assumptions on which the particulars referred to in paragraph (b) are based.

(1) This condition applies only if—

• (a) allotments under the specified transaction, or under combined specified transactions, occur over a period of more than 12 months; and

• (b) the Company has an Internet site.

(2) Following the issue of the first annual report during the allotment period and up to the issue of the first annual report after the end of the allotment period, the Company must disclose on its Internet site the information required under clause 5 to be disclosed in an annual report.

(3) During the allotment period and up to the issue of the first annual report after the end of the allotment period, the Company must—

• (a) announce on its Internet site any aggregate increase of 1% or more in the voting securities held or controlled by person P since the date of the last disclosure under this paragraph or, where no prior disclosure has been made, since the date of the first aggregate increase of 1% or more in the voting securities held by person P; and

• (b) maintain every such announcement on its Internet site in a prominent position.

(4) The announcement referred to in subclause (3)(a) must be made as soon as the Company is aware, or ought to be aware, that the relevant increase has occurred.

(1) During the allotment period, person P must not increase its voting control in the Company by way of an other-means increase unless the other-means increase—

• (a) is by an acquisition of voting securities approved in accordance with rule 7(c) of the Code; or

• (b) is by an allotment of voting securities approved in accordance with rule 7(d) of the Code; or

• (c) is permitted by another exemption granted by the Panel.

(2) If approval of the Company's shareholders is required under subclause (1)(a) or (b), the notice of meeting containing the resolution to approve the other-means increase must contain or be accompanied by the following:

• (a) a summary of the terms of the specified transaction, as approved at the meeting at which approval for the allotment of voting securities under the specified transaction was given:

• (b) a statement, as at the date of the notice of meeting containing the resolution to approve the other-means increase, of the following particulars:

  • (i) the numbers and percentages referred to in clause 5(2)(b):

  • (ii) the maximum percentage of all voting securities on issue that could be held or controlled by person P after the other-means increase and completion of the specified transaction and, if there is more than 1 specified transaction under which allotments could yet be made, on completion of all those specified transactions:

  • (iii) the maximum percentage of all voting securities on issue that could be held or controlled by person P and person P's associates after the other-means increase and completion of the specified transaction and, if there is more than 1 specified transaction under which allotments could yet be made, on completion of all those specified transactions:

• (c) a statement of the assumptions on which the particulars referred to in paragraph (b) are based.

(3) If an other-means increase is approved by shareholders in accordance with this clause, the reference in clause 4 to the approved maximum percentage must be taken to be a reference to the approved maximum percentage adjusted to take account of the other-means increase.

(1) During the allotment period, there must be no change of control in person P that results in another person becoming the holder or controller of an increased percentage of voting rights in the Company unless the change of control in person P—

• (a) is by an acquisition of voting securities in person P approved by an ordinary resolution of the Company in accordance with rule 7(c) of the Code; or

• (b) is by an allotment of voting securities in person P approved by an ordinary resolution of the Company in accordance with rule 7(d) of the Code; or

• (c) is permitted under another exemption granted by the Panel.

(2) If approval of the Company's shareholders is required under paragraph (a) or (b), the notice of meeting containing the resolution to approve the change of control must contain or be accompanied by the following information:

• (a) a summary of the terms of the specified transaction, as approved at the meeting at which approval for the allotment of voting securities under the specified transaction was given:

• (b) a statement, as at the date of the notice of meeting containing the resolution to approve the change of control, of the numbers and percentages referred to in clause 5(2)(b):

• (c) a statement of the assumptions on which the particulars referred to in paragraph (b) are based.

In this schedule, unless the context otherwise requires,—

The offer document must include—

• (a) a statement that, if the offer is accepted in respect of more voting securities than are sought by the offeror, the offeror intends to rely on the exemption in clause 26 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001; and

• (b) the specified summary set out in clause 3; and

• (c) a request that any offeree who holds voting securities as a custodian provides, no later than the close of the last day of the offer period, a certificate that complies with clause 4 to—

  • (i) the offeror; and

  • (ii) the person who administers the target company's share register.

The specified summary must be as follows:

A certificate provided under clause (2)(c) must—

• (a) state the date of the certificate; and

• (b) include a statement that the offeree holds voting securities as a custodian on behalf of relevant clients; and

• (c) state the total number and class of voting securities that are held by the offeree on behalf of relevant clients; and

• (d) state the number of relevant clients on whose behalf the offeree holds those voting securities; and

• (e) identify as Pool A—

  • (i) the number of relevant clients who have not accepted any voting securities under the offer, along with the number and class of voting securities held by the custodian on behalf of each such relevant client; and

  • (ii) the number of relevant clients who have accepted the offer for the specified percentage, or any smaller percentage, of voting securities that are held by the custodian on behalf of each such relevant client, along with the number and class of voting securities that are held by the custodian on behalf of each such relevant client and to which the acceptance relates; and

• (f) identify as Pool B the number of relevant clients who have accepted the offer in relation to more than the specified percentage of voting securities that are held by the custodian on behalf of each such relevant client, along with the number and class of voting securities that are held by the custodian on behalf of each such relevant client and to which that acceptance relates; and

• (g) state the total number of voting securities and acceptance in each of Pool A and Pool B.

(1) An offeror who receives a certificate that complies with clause 4 must,—

• (a) in relation to Pool A, take up all the voting securities accepted; and

• (b) in relation to Pool B, take up all the voting securities accepted, as if each relevant client in pool B were an offeree, in accordance with rules 12 and 13 of the Code.

(2) Subclause (1) does not require an offeror to take up voting securities directly from a relevant client, but the offeror must instead take up the voting securities from the custodian that provided the certificate.