Common use of SWITCHING TO AN OFFER Clause in Contracts

SWITCHING TO AN OFFER. 7.1 Offeror reserves the right, as set out in the Announcement, and, subject to the consent of the Panel, to elect at any time to implement the Acquisition by way of an Offer, whether or not the Scheme Document has been published, provided that (i) the Offer is made in accordance with the terms and conditions set out in the Announcement (with any modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of a switch from the Scheme to the Offer) and (ii) that Target provides its prior written consent (an “Agreed Switch”). 7.2 In the event of an Agreed Switch, Offeror shall: 7.2.1 prepare the Offer Document and shall consult Target in relation to the preparation thereof; 7.2.2 submit, or procure the submission of, drafts and revised drafts of the Offer Document to Target for review and comment and, consider in good faith any reasonable comments provided by the Target for the purposes of preparing revised drafts; 7.2.3 seek Target’s approval of the contents of the information on Target contained in the Offer Document before it is published, and afford Target sufficient time to consider such documents, in order to give its approval (such approval not to be unreasonably conditioned, withheld or delayed); and 7.2.4 keep Target informed, on a regular and confidential basis, and, in any event, on the next Business Day following receipt of a written request from Target, of the number of Target Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Target Shares to which such forms relate. 7.3 The parties agree that in the case of an Agreed Switch, save as set out in this Clause 7 (Switching to an Offer), all the provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis.

SWITCHING TO AN OFFER. 7.1 6.1 The parties intend that the Acquisition will be implemented by way of the Scheme. The Offeror reserves the rightshall be entitled, as set out in the Announcement, and, subject to with the consent of the Panel, to elect at any time to implement the Acquisition by way of an OfferOffer rather than the Scheme (such election being a “Switch”), whether before or not after the posting of the Scheme Document has been published, provided that (i) but only if: 6.1.1 the Offer is made in accordance with the terms and conditions set out in the Announcement (with any modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of a switch from the Scheme to the Offer) and (ii) that Target Offeree provides its prior written consent (an “Agreed Switch”), in which case clause 6.2 shall apply; 6.1.2 a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of the Offeree (whether including or excluding any Offeree Shares held in treasury) which is recommended by the board of directors of the Offeree; or 6.1.3 the board of directors of the Offeree withdraws its unanimous and unconditional recommendation of the Scheme. 7.2 6.2 In the event of an any Agreed Switch, Offeror shall: 7.2.1 prepare 6.2.1 the Acceptance Condition shall be set at 90% (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than 50% of the Offeree Shares to which the Offer Document and shall consult Target in relation to the preparation thereof; 7.2.2 submit, or procure the submission of, drafts and revised drafts of the Offer Document to Target for review and comment and, consider in good faith any reasonable comments provided by the Target for the purposes of preparing revised drafts; 7.2.3 seek Target’s approval of the contents of the information on Target contained in the Offer Document before it is published, and afford Target sufficient time to consider such documents, in order to give its approval (such approval not to be unreasonably conditioned, withheld or delayedrelates); and 7.2.4 6.2.2 the Offeror shall keep Target the Offeree informed, on a regular and confidential basis, and, in any event, on the next Business Day basis following receipt of a written request from Targetthe Offeree, of the number of Target Shareholders holders of the Offeree Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance or withdrawal forms, forms and the identity of such shareholders and the number of Target Shares to which such forms relateshareholders. 7.3 The 6.3 In the event of any Agreed Switch, the parties agree that in the case provisions of an Agreed Switch, save as set out in this Clause 7 (Switching Agreement shall continue to an Offer), apply and all the provisions of this Agreement relating to the Scheme and the Scheme Document Document, and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis, save as expressly set out in this clause 6.