Paragraph 2
An offer is an offer of the kind referred to in article 4(1)(b) of the Order if it is an offer for all the shares in, or all the shares comprised in the equity or non-equity share capital of, an offeree company or is an offer for all the debentures of an offeree company other than, in each case, shares or debentures held by or on behalf of the offeror, and—
its terms have been recommended by all the directors of the offeree company other than any director who is the offeror or a director of the offeror;
in the case of an offer for debentures or for non-equity share capital where, at the date of the offer, shares carrying 50 per cent or less of the voting rights attributable to the equity share capital are held by or on behalf of the offeror, the offer includes or is accompanied by an offer made by the offeror for the rest of the shares comprised in the equity share capital;
in the case of an offer for shares comprised in the equity share capital where, at the date of the offer—
shares carrying 50 per cent or less of the voting rights then exercisable in general meetings of the offeree company; and
shares carrying 50 per cent or less of the voting rights attributable to the equity share capital;
are held by or on behalf of the offeror, it is a condition of the offer that sufficient shares be acquired or be agreed to be acquired by the offeror pursuant to or during the offer to result in shares carrying more than the said percentages of voting rights being held by him or on his behalf;
except insofar as it may be totally withdrawn and all persons released from any obligation incurred under it, the offer is open for acceptance by every recipient for the period of at least 21 days beginning with the day after the day on which the document was issued to recipients of the offer;
the acquisition of the shares or debentures to which the offer relates is not conditional upon the recipients approving, or consenting to, any payment or other benefit being made or given to any director or former director of the offeree company in connection with, or as compensation or consideration for, his ceasing to be a director or to hold any office held in conjunction with any directorship or, in the case of a former director, to hold any office which he held in conjunction with his former directorship and continued to hold after ceasing to be a director;
the consideration for the shares or debentures is cash or, in the case of an offeror which is a body corporate other than an open-ended investment company, is either cash or shares in or debentures of the offeror or any combination of cash, such shares and such debentures; and
copies of the following documents are available during normal office hours and free of charge at the place specified in the offer document by virtue of paragraph 10 of this Schedule—
the memorandum and articles of association of the offeree company and, if the offeror is a body corporate, the memorandum and articles of association of the offeror or, if it has no memorandum and articles of association, any instrument constituting or defining the constitution of the offeror, and, if such document is not written in English, a certified English translation of the instrument;
in the case of an offeree company which does not fall within sub-paragraph (iv) below, the audited accounts of the offeree company in respect of the last two accounting reference periods for which the laying and delivering of accounts under the 1985 Act or the 1986 Order has passed and, if accounts have been delivered to the relevant registrar of companies in respect of a later accounting reference period, copies of those accounts;
in the case of an offeror which is required to deliver accounts to the registrar of companies and which does not fall within sub-paragraph (iv) below, the audited accounts of the offeror in respect of the last two accounting reference periods for which the laying and delivering of accounts under the 1985 Act or the 1986 Order has passed and, if accounts have been delivered to the relevant registrar of companies in respect of a later accounting reference period, copies of those accounts;
in the case of an offeree company or an offeror which was incorporated during the period of three years immediately preceding the date of the offer or which has, at any time during that period, passed a resolution in accordance with section 252 of the 1985 Act or Article 260 of the 1986 Order, the information described in whichever is relevant of sub-paragraph (ii) or (iii) with respect to that body corporate need be included only in relation to the period since its incorporation or since it last ceased to be exempt from the obligation to appoint auditors as the case may be;
all existing contracts of service entered into for a period of more than a year between the offeree company and any of its directors and, if the offeror is a body corporate, between the offeror and any of its directors;
any report, letter, valuation or other document any part of which is exhibited or referred to in the offer document;
if the offer document contains any statement purporting to have been made by an expert, that expert’s written consent to the inclusion of that statement; and
all material contracts (if any) of the offeree company and of the offeror (not, in either case, being contracts which were entered into in the ordinary course of business) entered into during the period of two years immediately preceding the date of the offer.