SCHEDULE 1
INFORMATION AND STATEMENTS REQUIRED
TO BE INCLUDED IN
A TAKE-OVER OFFER DOCUMENT

1. The offeror shall state the following in the offer document-
(a) the identity of the ultimate offeror disclosed under section 26;
(b) information regarding the offeror including the names of its directors and the names of shareholders who hold 5 % or more of the voting shares of the offeror and the extent of their holdings;
(c) whether the offeror has any intentions regarding the continuation of the business of the offeree, and if so, stating the offeror’s intentions;
(d) the offeror’s stated intentions regarding any major changes to be introduced in the business, including any plans to liquidate the offeree, sell its assets or re-deploy the fixed assets of the offeree or make any other major change in the structure of the offeree, and if so, stating the offeror’s intentions;
(e) whether there are any long-term commercial justifications for the proposed take-over offer, and if so, stating the long term commercial justifications; and
(f) whether the offeror has any intentions with regard to the continued employment of the employees of the offeree company and of its subsidiaries, and if so, stating the offeror’s intentions.

2. Where the take-over offer is for cash, either in part or in whole, the offer document must include confirmation by an appropriate third party that there are sufficient resources available to the offeror such that the offeror would be able to accept and carry out the take-over offer in full.

3. In addition, the offer document should also include a statement that the offeror and the offeror’s financial advisers are satisfied that-

(a) the take-over offer would not fail due to insufficient financial capability of the offeror; and
(b) every shareholder who wishes to accept the take-over offer will be paid in full.

4. The following shall also be included in the offer document –

(a) a statement as to whether or not any agreement, arrangement or understanding exists between the offeror or any person acting in concert with it and any of the directors, past directors, holders of voting shares or past holders of voting shares having any connection with or dependence upon the take-over offer, and full particulars of any such agreement, arrangement or understanding. In this paragraph “past directors” or “past holders of voting shares” means such person who was during the period of six months immediately prior to the date of the written notice of the take-over offer, a director or a holder of voting shares , as the case may be;
(b) a statement as to whether or not any voting shares acquired in pursuance of the take-over offer will be transferred within a foreseeable period from the date of the offer document to any other person, together with the names of the parties to any such agreement, arrangement or understanding and particulars of all securities in the offeree held by such persons, or a statement that no such securities are held; and
(c) a statement to the effect that, except with the consent of the Commission, which would only be granted in certain circumstances in which all holders of voting shares were to be treated similarly, settlement of the consideration to which any holder is entitled under the take-over offer will be implemented in full in accordance with the terms of the take-over offer without regard to any lien, right of set-off, counter claim or other analogous rights to which the offeror may otherwise be or claim to be entitled as against the holder.

5. The offer document shall state as at the latest practicable date prior to the sending of the offer document, the number of and percentage holding of voting shares and convertible securities-

(a) which the offeror and directors of the offeror hold, directly or indirectly, in the offeree;
(b) which persons acting in concert with the offeror hold directly or indirectly in the offeree together with the names of such persons acting in concert; and
(c) which persons who, prior to the sending of the offer document, have irrevocably committed themselves to accept the take-over offer hold directly or indirectly in the offeree together with the names of such persons.

6. In addition to the requirement of paragraph 5, in the case of a securities exchange offer only, the offer document shall state as at the latest practicable date prior to the sending of the offer document, the number of and percentage holding of voting shares and convertible securities-

(a) which the directors of the offeror hold, directly or indirectly, in the offeror;
(b) which persons acting in concert with the offeror hold directly or indirectly in the offeror together with the names of such persons acting in concert; and
(c) which persons who, prior to the sending of the offer document, have irrevocably committed themselves to accept the take-over offer hold directly or indirectly in the offeror together with the names of such persons.

7. If there are no holdings of the nature required to be stated under paragraphs 5 and 6, then this fact should be so stated.

8. The offer document shall state the names and shareholdings of the ultimate shareholders, if any, of the persons acting in concert with the offeror.

9. If any party whose holdings are required to be disclosed pursuant to the Code has dealt in the voting shares in question during the period commencing six months prior to the beginning of the offer period and ending with the latest practicable date prior to the sending of the offer document, the details, including the number of shares, dates and prices, must be stated. If no such deals have been made this fact should be so stated.

10. The offer document shall state, whether the emoluments of the offeror’s directors will be affected by the acquisition of the offeree, except in the case of an offeror making a cash offer only.

11. In the case of the securities exchange offer only, any offer document sent to holders of voting shares of the offeree shall contain particulars of all service contracts of any director or proposed director of the offeror or any of its subsidiaries (unless expiring or determinable by the employing company without payment of compensation within twelve months). If there are none, this fact should be so stated. If such contracts have been entered into or have been amended within six months of the date of the documents, the particulars of the contracts amended or replaced should be given and if there have been no new contracts or amendments this should be so stated.