Acceptance Level and Delisting Update
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 September 2026
INCREASED FINAL* RECOMMENDED CASH OFFER
for
ALTERNATIVE INCOME REIT PLC ("AIRE")
by
GLENSTONE REIT PLC ("GLENSTONE")
Acceptance level and Delisting update announcement
INTRODUCTION
On 12 June 2026, Glenstone announced a cash offer to acquire the entire issued and to be issued ordinary share capital of AIRE that the Glenstone Group does not already hold at 70.0 pence in cash for each AIRE Share, to be implemented by means of a takeover offer pursuant to Part 28 of the Companies Act.
On 6 July 2026, Glenstone announced the terms and conditions of an increased final* cash offer to acquire the entire issued and to be issued ordinary share capital of AIRE that the Glenstone Group does not already hold at 71.4 pence in cash for each AIRE Share (the "Offer"), to be implemented by means of a takeover offer pursuant to Part 28 of the Companies Act. On the same day, an offer document containing, amongst other things, the terms and conditions of the Offer and the procedures for acceptance (the "Offer Document") together with the related Form of Acceptance for AIRE Shareholders that hold AIRE Shares in certificated form were published and posted to AIRE Shareholders. The Offer Document and a specimen copy of the Form of Acceptance are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Glenstone's website at https://www.glenstonereit.co.uk/cash-offer-for-alternative-income-reit-plc/.
On 23 July 2026, AIRE declared a fourth quarterly interim dividend of 1.4 pence per AIRE Share in respect of the three months ended 30 June 2026 ("Fourth Quarterly Dividend"). Pursuant to the terms of the Offer, AIRE Shareholders who held their AIRE Shares on the record date for the Fourth Quarterly Dividend were entitled to receive and retain the Fourth Quarterly Dividend in full and, if they continue to hold and accept the Offer in respect of such AIRE Shares, are now entitled to receive Cash Consideration equal to 70.0 pence per AIRE Share pursuant to the Offer.
On 9 September 2026 Glenstone announced that the Acceptance Condition had been satisfied and that all remaining Conditions to the Offer as set out in Part A of Part II of the Offer Document had been satisfied or, where applicable, waived and that, accordingly, the Offer is now Unconditional. On the same day, AIRE announced that the AIRE Board had changed its recommendation for the Offer, reflecting the AIRE Board's views on the certainty of the cash consideration currently available balanced against the risks and uncertainties associated with remaining as a minority shareholder in a Glenstone controlled company, and that AIRE Shareholders should now accept the Offer.
This announcement should be read in conjunction with the full text of the Offer Document. This announcement is not a summary of the information in the Offer Document and should not be regarded as a substitute for reading the Offer Document in full. Capitalised terms used in this announcement shall, unless the context requires otherwise, have the same meanings given to them in Part VII of the Offer Document.
* The financial terms of the Offer are final and will not be increased.
ACCEPTANCE LEVEL UPDATE
In accordance with Rule 17 of the Code, Glenstone is pleased to announce that, as at 5.00 p.m. (London time) on 23 September 2026, valid acceptances of the Offer ("Valid Acceptances") had been received in respect of 41,317,577 AIRE Shares, representing 51.32 per cent. of AIRE's existing issued ordinary share capital.
As set out in paragraph 5 of Part I of the Offer Document, Glenstone has received commitments and indications of support for the Acquisition from AIRE Shareholders in respect of 6,423,000 AIRE Shares, which represent, in aggregate, approximately 7.97 per cent. of AIRE's issued ordinary share capital, pursuant to an irrevocable undertaking from Adam Smith (the "Adam Smith Irrevocable Undertaking") and the Hawksmoor Letter of Intent. Glenstone has received Valid Acceptances in respect of all the AIRE Shares that were subject to the Adam Smith Irrevocable Undertaking and the Hawksmoor Letter of Intent.
In addition, the Glenstone Group holds a total of 22,249,900 AIRE Shares, representing approximately 27.63 per cent. of AIRE's existing ordinary share capital, excluding any AIRE Shares acquired by Glenstone pursuant to the Offer.
As at 5.00 p.m. (London time) on 23 September 2026, Glenstone now holds or has received Valid Acceptances of the Offer in respect of, in aggregate, 63,567,477 AIRE Shares, representing approximately 78.96 per cent. of AIRE's existing issued ordinary share capital.
The percentages of AIRE Shares referred to in this announcement are based on the figure of 80,500,000 AIRE Shares in issue at 5.00 p.m. (London time) on the last Business Day prior to this announcement.
DELISTING AND CANCELLATION OF TRADING
The Offer has been declared Unconditional and Glenstone now has, by virtue of acceptances of the Offer or otherwise, acquired, or agreed to acquire, AIRE Shares carrying not less than 75 per cent. of the voting rights then exercisable at a general meeting of AIRE Shareholders (the "75 per cent. Threshold"). As set out in the Offer Document, Glenstone now intends to proceed with the Delisting and will, accordingly, procure that AIRE makes applications (i) to the London Stock Exchange for the cancellation of the admission to trading of AIRE Shares on the main market for listed securities (the "Cancellation") and (ii) to the FCA for the cancellation of the listing of the AIRE Shares on the closed-ended investment funds category of the Official List (together with the Cancellation being the "Delisting").
It is expected that the Delisting will take effect once Glenstone and AIRE has further certainty on the number of Valid Acceptances that are expected to be received while the Offer remains open for acceptance and, therefore, whether Glenstone is likely to be able to exercise its statutory squeeze-out rights to compulsorily acquire AIRE Shares held by Non-Assenting Shareholders (as defined below). Further details are set out below.
SQUEEZE OUT AND RE-REGISTRATION OR READMISSION ON THE INTERNATIONAL STOCK EXCHANGE ("TISE")
Squeeze out and Re-registration
As set out in the Offer Document, if Glenstone receives Valid Acceptances in respect of, and/or otherwise acquires, 90 per cent. or more of the AIRE Shares to which the Offer relates (the "Squeeze Out Threshold"), Glenstone intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any AIRE Shares not acquired or agreed to be acquired by or on behalf of Glenstone pursuant to the Offer or otherwise on the same terms as the Offer and will dispatch formal compulsory acquisitions notices (the "Notices") to those AIRE Shareholders who will have not yet accepted the Offer (the "Non-Assenting Shareholders"). The Notices will set out Glenstone's intention to acquire any remaining AIRE Shares in respect of which the Offer has not been accepted on a compulsory basis on the same terms of the Offer.
On the expiry of six weeks from the date of the Notices, unless a Non-Assenting Shareholder has applied to the Court and the Court orders otherwise, the AIRE Shares held by the Non-Assenting Shareholders will be acquired compulsorily by Glenstone on the same terms as the Offer.
In such circumstances, it is intended that, as soon as possible thereafter, AIRE will be re-registered as a private limited company (the "Re-registration").
Readmission on TISE
Alternatively, if the Squeeze Out Threshold is not met, and therefore Glenstone does not acquire 100 per cent. of AIRE Shares, Glenstone intends for AIRE to make applications to The International Stock Exchange Authority Limited to admit the AIRE Shares to trading on, and to listing on the official list of, TISE.
Effects of the Delisting and, if applicable, the Re-registration
In either case, the Glenstone Board believes the Delisting would significantly reduce the liquidity and marketability of any AIRE Shares not assented to the Offer at that time. It is anticipated that, subject to any applicable requirements of the London Stock Exchange, the Cancellation of admission to trading of AIRE Shares on the Main Market shall take effect with notice of no less than 20 business days (as defined in the Listing Rules).
INTERESTS IN SECURITIES
Save as disclosed in this announcement, as at 5.00 p.m. (London time) on 23 September 2026, neither Glenstone, nor any Glenstone Director, nor, so far as the Glenstone Directors are aware, any other person acting, or deemed to be acting, in concert with Glenstone:
· had any interest in, or right to subscribe in respect of, any relevant AIRE securities;
· had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or any right to require another person to purchase or take delivery of relevant AIRE securities;
· had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant AIRE securities; or
· had borrowed or lent any relevant AIRE securities.
The Offer remains subject to the terms and conditions set out in the Offer Document.
OFFER REMAINS OPEN FOR ACCEPTANCE
AIRE Shareholders who have not yet accepted the Offer should note that the Offer will remain open for acceptance until further notice. Glenstone will give 14 days' notice by an announcement before the Offer is closed for acceptances.
AIRE Shareholders who have not yet accepted the Offer are strongly encouraged to do so at their earliest convenience before they lose the opportunity to receive the 70 pence in cash per AIRE Share available under the Offer.
ACTION TO BE TAKEN BY AIRE SHAREHOLDERS TO ACCEPT THE OFFER
AIRE Shareholders who have not yet accepted the Offer are strongly encouraged to do so as soon as possible in accordance with the procedures set out in paragraph 16 of Part I (Letter from Glenstone) of the Offer Document. By way of summary, if you are an AIRE Shareholder, to accept the Offer:
· If your AIRE Shares are in certificated form (that is, not in CREST), the Form of Acceptance must be completed, signed and returned as soon as possible (together with your share certificate(s) and/or other document(s) of title) to the Receiving Agent. A reply-paid envelope was enclosed with the Offer Document for your convenience for use in the UK only. Further details relating to the procedure for acceptance of the Offer in respect of such certificated AIRE Shares are set out in paragraph 16.1 of Part I of the Offer Document and in the Form of Acceptance.
§ If your AIRE Shares are in uncertificated form (that is, in CREST), you should NOT return a Form of Acceptance but instead ensure that an Electronic Acceptance is made by you or on your behalf and settles as soon as possible. Further details relating to the procedure for acceptance of the Offer in respect of such uncertificated AIRE Shares are set out in paragraph 16.2 of Part I of the Offer Document and in the Form of Acceptance. If you are a CREST sponsored member, you should contact your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE instruction(s) to Euroclear in relation to your AIRE Shares.
If you have any questions relating to acceptance of the Offer, please contact the Shareholder Helpline operated by MUFG Corporate Markets, the receiving agent in respect of the Offer, on +44 (0)371 664 0321. Please use the country code if calling from outside the UK. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Please note that the Receiving Agent cannot provide advice on the merits of the Offer or the Acquisition or give any financial, legal or tax advice and calls may be monitored or recorded for security and training purposes.
AIRE Shareholders who have not yet accepted the Offer are encouraged to review the Offer Document carefully and seek independent financial advice. Full details of how to accept the Offer are set out in the Offer Document.
SETTLEMENT
Settlement of the consideration to which any AIRE Shareholder is entitled under the Offer will be effected, in the case of Valid Acceptances received and complete in all respects while the Offer remains open, within 14 calendar days of such receipt.
No statement in this announcement constitutes or is intended to become a "post‑offer undertaking" for the purposes of Rule 19.5 of the Code.
Enquiries:
|
Glenstone REIT PLC |
+44 (0) 20 3915 9180 |
|
Rob Maybury - Finance Director
|
|
|
J Goodwin & Co (Financial Adviser to Glenstone) |
+44 (0) 20 3976 6215 |
|
Rupert Hill / Miquel Colas |
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Inside information
This announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
The person responsible for arranging the release of this announcement on behalf of Glenstone is Rob Maybury, Glenstone's Finance Director. Glenstone's LEI number is 213800SCA6CUFTRCLC82.
Important notices relating to the financial adviser
J Goodwin & Co LLP ("J Goodwin & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Glenstone and no-one else in connection with the matters described in this announcement and/or the Offer Document and will not regard any other person as its client in respect thereof or be responsible to anyone other than Glenstone for providing the protections afforded to clients of J Goodwin & Co or its affiliates nor for providing advice in connection with any matter referred to in this announcement and/or the Offer Document. Neither J Goodwin & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J Goodwin & Co or its affiliates in connection with this announcement, any statement contained herein, the Offer Document, the Offer or otherwise. No representation or warranty, express or implied, is made by J Goodwin & Co as to the contents of this announcement and/or the Offer Document.
Further information
This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in AIRE in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Offer Document and, in relation to AIRE Shares held in certificated form, the Form of Acceptance, which together contain the full terms and conditions of the Acquisition, including details of how to accept the Offer. Any decision or response in relation to the Offer should be made solely on the basis of the Offer Document and, where applicable, the Form of Acceptance. Glenstone urges AIRE Shareholders to read the Offer Document and, where applicable, the Form of Acceptance carefully because they contain important information relating to the Acquisition.
The statements contained in this announcement and/or the Offer Document are made as at the date of this announcement and/or the Offer Document, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. This announcement and/or the Offer Document do not constitute a prospectus or a prospectus equivalent document.
No person should construe the contents of this announcement and/or the Offer Document as legal, financial or tax advice. If you are in any doubt about the contents of this announcement and/or the Offer Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant, or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas AIRE Shareholders
This announcement and the Offer Document have been prepared in accordance with, and for the purpose of complying with, English law, the Code, MAR and the DTRs, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement and/or the Offer Document in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom to participate in the Acquisition or to accept the Offer (or, in the event the Acquisition is implemented by way of a Scheme, to vote their Scheme Voting Shares or AIRE Shares (as applicable) in respect of the Scheme at the Court Meeting or the Resolutions at the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf) may be affected by the laws of the jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies, advisers and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Glenstone or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may accept the Offer (or, in the event that the Acquisition is implemented by way of a Scheme, vote in respect of the Scheme) by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement, the Offer Document and any other formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction. Doing so may render invalid any related purported acceptance of, or vote in respect of, the Acquisition.
The availability of the Acquisition to AIRE Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to AIRE Shareholders in overseas jurisdictions are contained in Part V of the Offer Document.
The Acquisition is subject to the applicable requirements of the Companies Act, the Code, the Panel, the FCA, the London Stock Exchange and the Registrar of Companies.
Notice to US shareholders in AIRE
The Acquisition relates to the shares of an English company and is expected to be implemented by means of a takeover offer provided for under the Companies Act. A transaction implemented by means of a takeover offer is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. The Acquisition is subject to the disclosure requirements and practices applicable to a takeover offer involving a target company in England whose shares are traded on the main market of the London Stock Exchange, which differ from the US disclosure requirements in certain respects.
The financial information included in the Offer Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not therefore be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Generally accepted accounting principles in the United States differ in certain significant respects from accounting standards applicable in the United Kingdom.
The receipt of cash pursuant to the Acquisition by US AIRE Shareholders may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each AIRE Shareholder (including each US AIRE Shareholder) is urged to consult their own independent professional adviser immediately regarding the legal and tax consequences of the Acquisition applicable to them.
Neither the Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement and/or the Offer Document is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.
Each of AIRE and Glenstone is incorporated under the laws of England and Wales. In addition, most of their respective officers and directors reside outside the US, and some or all of their respective assets are or may be located in jurisdictions outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against AIRE or Glenstone or their respective officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may not be possible to sue AIRE or Glenstone or their respective officers or directors in a non-US court for violations of US securities laws.
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5 of the US Exchange Act, to the extent applicable, Glenstone or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, AIRE Shares, other than pursuant to the Acquisition, while the Offer remains open to acceptance, in compliance with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at: http://www.londonstockexchange.com.
Forward-looking statements
This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations and projections of the management of Glenstone and/or AIRE (as the case may be) about future events, and are, therefore, naturally subject to risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "forecast", "project", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of AIRE and/or Glenstone; and (iii) the effects of government regulation on the business of AIRE and/or Glenstone. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, circumstances or conditions, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this announcement, neither they nor any other statements have been reviewed by the auditors of AIRE and/or Glenstone. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of AIRE and/or Glenstone can give any assurance that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of AIRE and/or Glenstone or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.
Except as required by the FCA, the London Stock Exchange, the Part VI Rules or any other applicable law and/or regulation, none of AIRE and/or Glenstone or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to AIRE, Glenstone or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Glenstone's website at https://www.glenstonereit.co.uk/cash-offer-for-alternative-income-reit-plc/ by no later than 12 noon on the Business Day following the date of this announcement.
Neither the content of that website nor the content of any other website accessible from hyperlinks on that website is incorporated into, or forms part of, this announcement.
Information relating to AIRE Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by AIRE Shareholders, persons with information rights and other relevant persons for the receipt of communications from AIRE may be provided to Glenstone during the Offer Period as required under section 4 of Appendix 4 to the Code.
Rounding
Certain figures included in this announcement and/or the Offer Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
General
If you are in any doubt about the contents of this announcement and/or the Offer Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Time
All times referred to in this announcement are London times, unless otherwise stated.
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