Page 6 - מיזוגים ורכישת חברות - ברקלי תשפא

(b) If, after an announcement of an offer made under Rule 9 for a class of share
capital and before the offer closes for acceptance, the offeror or any person acting in
concert with it acquires any interest in shares of that class at above the offer price, it shall
increase its offer for that class to not less than the highest price paid for the interest in
shares so acquired. Immediately after the acquisition, an appropriate announcement
must be made in accordance with Rule 7.1.

(c) In certain circumstances, the Panel may determine that the highest price
calculated under paragraphs (a) and (b) should be adjusted. (See Note 3.)

(d) The cash offer or the cash alternative must remain open after the offer has
become or been declared unconditional as to acceptances for not less than 14 days after
the date on which it would otherwise have expired (see Rule 31.4).

Rule 21. Restrictions on Frustrating Action

21.1 When Shareholders’ Consent Is Required

(a) During the course of an offer, or even before the date of the offer if the
board of the offeree company has reason to believe that a bona fide offer might be
imminent, the board must not, without the approval of the shareholders in general
meeting, take any action which may result in any offer or bona fide possible offer being
frustrated or in shareholders being denied the opportunity to decide on its merits, or:

(i) issue any shares or transfer or sell, or agree to transfer or sell, any shares
out of treasury or effect any redemption or purchase by the company of its own shares;

(ii) issue or grant options in respect of any unissued shares;

(iii) create or issue, or permit the creation or issue of, any securities carrying
rights of conversion into or subscription for shares;

(iv) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of
a material amount; or

(v) enter into contracts otherwise than in the ordinary course of business.

(b) The Panel must be consulted in advance if there is any doubt as to whether
any proposed action may fall within Rule 21.1(a).

(c) The Panel will normally agree to disapply Rule 21.1(a) if:

(i) the taking of the proposed action is conditional on the offer being
withdrawn or lapsing (see also Rule 21.1(e));

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