[1st July 2008] Supplement to Official Gazette 163

SECURITIES ACT 2007

SECURITIES (TAKEOVERS) REGULATIONS, 2008

ARRANGEMENT OF REGULATIONS

PART 1

PRELIMINARY

1. Citation and application
2. Interpretation
3. Object
4. Contravention

PART 2

GENERAL PRINCIPLES

5. Equality of treatment
6. Information to shareholders
7. Announcements
8. Sufficient information and time
9. Full and prompt disclosure
10. Minority rights
11. Duties of directors
12. Independent advice
13. Limitations on directors' actions
14. No frustration of offer by offeree Board
15. No less favorable terms
16. Full co-operation with the Authority

PART 3

SPECIFIC REQUIREMENTS

17. Offer
18. Identity of offeror
19. Implementation of offer
20. Confidentiality
21. Board of offeree company
22. Board of offeror company
23. Persons not suited to give independent advice
24. Independent financial advisors
25. Independent committees
26. Offers or possible offers
27. Responsibilities of offeror and offeree for announcements
28. Suspension of trading
29. Announcement of firm intention to make an offer

164 Supplement to Official Gazette [14th July 2008]
30. Announcement of certain purchases
31. No frustrating action
32. No withdrawal of an offer
33. Information to offerors
34. Resignation of directors of offeree company
35. Availability of information
36. Time limit of offer document
37. Content of offer document
38. Offeree reply document
39. Views of offeree's Board and financial advisor
40. Subsequent documents
41. Prospectus standard
42. Sufficient information
43. Directors' joint and several responsibility
44. Authority's consent required for exclusion of directors
45. Standard of care
46. Assumptions
47. Disclosure of revaluations
48. Preparing revaluations
49. Filing of documents for comments
50. Publication of announcements
51. Minimum period
52. Conditions
53. Period for acceptance
54. Final day
55. Revised offer
56. Acceptor's right to withdraw
57. Nature of announcement
58. Consequence of failure to announce
59. Restrictions on dealings before the offer
60. Restrictions on dealings during the offer
61. Restrictions on dealings by offeror during non-cash offers
62. Dealings after termination of discussions
63. Dealings in relevant securities
64. Dealings by 10% shareholders
65. Discretionary accounts
66. When cash offer required
67. Highest price paid
68. Offers involving a further issue of listed securities
69. Shareholder notification
70. Special deals
71. Subjective conditions
72. Acceptance condition
73. Temporary ban

[1st July 2008] Supplement to Official Gazette 165
74. 6 months delay before acquisition above offer price
75. Disclosure of acquisitions of 20% and above

SCHEDULES

SCHEDULE 1

Required Contents of Offeror Company's Offer Document

SCHEDULE 2

Required Contents of Offeree Company's Reply Document

166 Supplement to Official Gazette [14th July 2008] S.I. 45 OF 2008 SECURITIES ACT, 2007 (Act No. 8 of 2007) SECURITIES (TAKEOVERS) REGULATIONS, 2008

In exercise of the powers conferred by section 124 of the Securities Act, the Minister of Finance, on the recommendation of the Securities Authority makes the following Regulations –

PART 1

PRELIMINARY

1. (1) These Regulations may be cited as the Securities (Takeovers) Regulations, 2008.
   Citation and application
   (2) These Regulations shall apply to –
   (a) all takeover or merger offers affecting public companies listed on a Seychelles Securities Exchange; and (b) all takeover or merger offers affecting all other entities listed on a Seychelles Securities Exchange (including, without limitation, a limited partnership registered under the Limited Partnership Act 2003), and provisions of these Regulations applying to listed companies shall apply mutatis mutandis to all other listed entities. (3) All persons engaged in takeover transactions shall observe the general principles and shall comply with the specific requirements set out in these Regulations.

2. (1) In these Regulations, unless the context otherwise requires –
   Interpretation
   “Authority” means the Securities Authority; “acquisition of voting rights” includes the exercise of control or direction over voting rights other than by way of a revocable proxy given for no consideration for the purpose of one meeting of shareholders only;

[1st July 2008] Supplement to Official Gazette 167 “acting in concert” in relation to a person means that, pursuant to an agreement or understanding, the persons actively co-operate to obtain or consolidate control of a company through the acquisition of voting rights of the company; “control” means a holding, or aggregate holdings, of 50% or more of the voting rights of a company, irrespective of whether that holding or holdings gives de facto control; “director” includes any person who occupies the position of a director by whatever name called; “document” includes any announcement, advertisement or offer document issued or published by any party to an offer or possible offer in connection with such offer or possible offer; “offer” includes a takeover and merger transaction however effected, including a scheme of arrangement which has similar commercial effect to takeovers and mergers, and offers by a parent company for shares in its subsidiary; “offer period” means the period from the date when an announcement is made of a proposed or possible offer (with or without terms) until the first closing date or (if this is later) the date when such offer becomes or is declared unconditional in all respects or is declared to have lapsed; “person” includes an individual or a company; “rights over shares” include any rights acquired by the person by virtue of an agreement to purchase shares or an option to acquire shares or an irrevocable commitment to accept an offer to be made by the person; “securities exchange offer” means an offer in which the consideration includes securities of the offeror or any other corporate body; “substantial shareholder”, in relation to an issuer, means a person who has an interest in shares of the issuer – (a) the stated value of which is more than 10% of the issued share capital of the issuer; or

168 Supplement to Official Gazette [14th July 2008] (b) which entitles the person to exercise or control the exercise of more than 10% of the voting power at a general meeting of the issuer; “securities exchange” means any securities exchange on which the offeror or offeree company is listed; “share” means share in the capital of a company and includes an interest in a partnership and trust unit in a unit trust; “takeover” includes merger; and “voting rights” means all the voting rights currently exercisable at a general meeting of a company whether or not attributable to the share capital of the company. (2) For the purpose of these Regulations, persons falling within each of the following classes will be presumed to be acting in concert with others in the same class unless the contrary is established – (a) a company, its parent, its subsidiaries, its fellow subsidiaries, associated companies of any of the foregoing, and companies of which such companies are associated companies; (b) a company and any of its directors (together with their close relatives, related trusts and companies controlled by any of the directors, their close relatives and related trusts); (c) a company and any of its pension funds, provident funds and employee share schemes; (d) a fund manager and any mutual fund, or other body, whose investments such fund manager manages on a discretionary basis, in respect of the relevant investment accounts; (e) a financial or other professional advisor, including a securities dealer, and its client in respect of the shareholdings of the advisor and persons controlling, controlled by or under the same control as the advisor; (f) directors of a company (together with their close relatives, related trusts and companies controlled by such directors, their close relatives and related trusts) which is subject to an

[1st July 2008] Supplement to Official Gazette 169 offer or where the directors have reason to believe a bona fide offer for their company may be imminent; (g) partners; and (h) an individual and a close relative, related trusts and companies controlled by the individual or by a close relative or related trusts. (3) For the purpose of these Regulations, a company shall be deemed to be an associated company of another company if one of them owns or controls 25% or more of the voting rights of the other or if both are associated companies of the same company.

Object
3. (1) The object of these Regulations is to –
(a) ensure fair treatment for shareholders who are affected by takeover transactions; (b) seek to achieve fair treatment by requiring equality of treatment of shareholders, requiring the disclosure of timely and adequate information to enable shareholders to make an informed decision as to the merits of an offer and ensuring that there is a fair and informed market in the shares of companies affected by takeover transactions.

Contravention
4. A person who contravenes any provision contained in Part 3 of these Regulations commits an offence and is liable on conviction to a fine not exceeding $50,000.

PART 2

GENERAL PRINCIPLES

Equality of treatment
5. All shareholders are to be treated even-handedly and all shareholders of the same class are to be treated similarly.

Information to shareholder
6. (1) During the course of an offer, or when an offer is in contemplation, neither an offeror, nor the offeree company, nor any of their respective advisors may furnish information to any shareholder that is not made available to all shareholders.
(2) Sub-regulation (1) does not apply to the furnishing of information in confidence by the offeree company to a bona fide potential offeror or vice versa.

Announcements
7. (1) An offeror shall announce an offer only after careful and responsible consideration.

170 Supplement to Official Gazette [14th July 2008] (2) The offeror and its financial advisors shall be satisfied that it can and will continue to be able to implement the offer in full. Sufficient information and time
8. (1) A shareholder shall be given sufficient information, advice and time to reach an informed decision on an offer and no relevant information shall be withheld.
(2) Documents and advertisements issued in connection with takeovers and mergers shall be prepared with a high degree of care, responsibility and accuracy.
Full and prompt disclosure
9. (1) All persons concerned with takeovers shall make full and prompt disclosure of all relevant information and take every precaution to avoid the creation or continuance of an uninformed market.
(2) Parties involved in offers must take care that statements are not made which may mislead shareholders or the market.
Minority rights
10. Rights of control shall be exercised in good faith and there shall be no oppression of minority or non-controlling shareholders.
Duties of directors
11. Directors shall have regard to the interests of the shareholders as a whole, and not to their own interests or those derived from personal and family relationships.
Independent advice
12. A Board which receives an offer, or is approached with a view to an offer being made, shall seek competent independent advice in the interests of its shareholders.
Limitations on directors' actions
13. (1) In connection with takeover and merger transactions the Boards of an offeror and of an offeree company and their respective advisors and associates must accept that there are limitations in carrying out the transactions in the best interests of their shareholders.
(2) The limitations referred to in the sub-regulation (1) are contained in the general principles and the specific rules that control the actions of the Boards of an offeror and of an offeree company and persons involved in the transactions. No frustration of offer by offeree Board
14. No action may be taken by the Board of the offeree company, without the approval of shareholders in general meeting, in relation to the affairs of the company, which could effectively result in any bona fide offer being frustrated or in the shareholders being denied an opportunity to decide on its merits –

[1st July 2008] Supplement to Official Gazette 171 (a) after a bona fide offer has been communicated to the Board of the offeree company; or (b) after the Board of the offeree company has reason to believe that a bona fide offer might be imminent. No less favourable terms
15. If, after a takeover or merger transaction is reasonably in contemplation –
(a) a written offer has been made to an offeree company; or (b) shares have been purchased from one or more shareholders of an offeree company, any subsequent general offer made by or on behalf of the same offeror, or any person acting in concert with it, to the shareholders of the same class shall not be on less favourable terms. Full co-operation with Authority
16. All parties concerned with takeovers are required to fully co-operate with the Securities Authority, and to provide all relevant information.

PART III

SPECIFIC REQUIREMENTS

Offer
17. An offer shall be put forward in the first instance to the Board of the offeree company or to its advisors, before the offer is announced to the public.
Identity of offeror
18. If an offer or an approach with a view to an offer being made is not made by the ultimate offeror or potential offeror, the identity of that person or the ultimate controlling shareholder must be disclosed at the outset to the Board of the offeree company.
Implementation of offer
19. A Board which is approached is entitled to be satisfied by the offeror that the offeror will be in a position to implement the offer in full.
Confidentiality
20. (1) There shall be absolute privacy before an announcement of an offer or proposed offer.
(2) Without prejudice to the provisions of the Act relating to an insider dealing a person who has confidential information, particularly if it is price sensitive, shall take all due care not to disclose that information. Board of offeree company
21. (1) A Board which receives an offer, or is approached with a view to an offer being made, shall, in the interests of shareholders, retain an independent

172 Supplement to Official Gazette [14th July 2008] financial advisor or other appropriate expert to advise the Board as to whether the offer is, or is not, fair and reasonable. (2) The advice, including reasons, shall be made known to shareholders by including it in the offeror's offer document along with the recommendation of the offeree's board regarding acceptance of the offer. (3) If a director of an offeree company is faced with a conflict of interest, the offeree Board shall, if possible, establish an independent committee of the Board to discharge the Board's responsibilities in relation to the offer. Board of offeror company
22. (1) If a director of an offeror which is a public company in Seychelles is faced with a conflict of interest as a result of a proposed offer, the offeror's Board should, if possible, establish an independent committee to assess the proposed offer.
(2) If the conflict is a material one the Authority should be consulted to assess, having regard to, among other things, the materiality of the offer to the offeror whether – (a) the offeror's board should retain an independent financial advisor to advise the shareholders or independent shareholders, of the offeror, as the case may be; and (b) the offer should be made conditional upon approval of the offer by a majority of the votes cast by the shareholders in attendance either in person or by proxy at a duly convened general meeting of the offeror's shareholders. Persons not suited to give independent advice
23. A person who has, or had, a connection, financial or otherwise, with the offeror or offeree company of a kind likely to create a conflict of interest will not be regarded as a suitable person to give independent advice.
Independent financial advisors
24. A financial advisor or other expert who is considered to have a relationship with the offeror, the offeree company, or the controlling shareholder of either of them, which is reasonably likely to affect the objectivity of the advice, will not be considered to be independent.
Independent committees
25. (1) Members of an independent committee of a company's Board of directors shall consist of directors of the company who have no direct or indirect interest in the offer for consideration by the independent committee other than as a shareholder of the offeree.

[1st July 2008] Supplement to Official Gazette 173 (2) For the purposes, of sub-regulation (1) there is a presumption that employees of an offeree company that is an associated company of the offeror have an indirect interest in the offer and are not independent. (3) The presumption under subregulation (2) is applicable to employees, directors, agents, partners, close relatives and affiliates of any person that exercises control or direction over the business and operations of the offeree company if the person has a direct interest in the offer. (4) For the purposes of sub-regulation (3) an affiliate is a person that controls, is controlled by, or is under common control with, the person in question. (5) In cases of doubt the Authority shall be consulted. (6) If it is not possible to form an independent committee, responsible for representing the interests of any independent shareholders the responsibility shall reside primarily with the independent financial advisor. Offers or possible offers
26. An announcement is required –
(a) when a firm intention to make an offer is notified to the Board of the offeree company from a serious source, irrespective of the attitude of the Board to the offer; (b) when, following an approach to the offeree company, the offeree company is the subject of rumor and speculation or there is undue movement in its share price, or a significant increase in the volume of share turnover, whether or not there is a firm intention to make an offer; (c) when, before an approach has been made, the offeree company is the subject of rumor and speculation or there is undue movement in its share price, and there are reasonable grounds for concluding that it is the potential offeror's actions (whether through inadequate security, purchasing of offeree company shares or otherwise) which have led to the situation; or (d) when negotiations or discussions are about to be extended to include more than a very restricted number of people (outside those who need to know in the companies concerned and their immediate advisors).

174 Supplement to Official Gazette [14th July 2008] Responsibilities of offeror and offeree for announcements
27. (1) Before the Board of the offeree company is approached, the responsibility for making an announcement can lie only with the offeror who should, closely monitor the offeree company's share price and volume for any signs of undue movement.
(2) After an approach to the Board of the offeree company which may or may not lead to an offer, the primary responsibility for making an announcement will normally rest with the Board of the offeree company who shall closely monitor its share price and volume. Suspension of trading
28. (1) When an announcement is required the offeror or offeree, as the case may be, shall notify the Authority and the securities exchange immediately that an announcement is imminent.
(2) If there is any possibility that an uninformed market for shares of the offeror or offeree could develop prior to publication of the announcement consideration should be given to requesting a suspension of trading in the shares pending publication of the announcement. (3) A potential offeror shall not attempt to prevent the Board of an offeree company from making an announcement or requesting the securities exchange to grant a temporary suspension of listing at any time the Board thinks appropriate. Announcement of firm intention to make an offer
29. (1) When a firm intention to make an offer is announced, the announcement shall contain –
(a) the terms of the offer;
(b) the identity of the ultimate offeror or the ultimate controlling shareholder; (c) details of any existing holding of voting rights in the offeree company – (i) which the offeror owns or over which it has control or direction; (ii) which is owned or controlled or directed by any person acting in concert with the offeror; (iii) in respect of which the offeror or any person acting in concert with him has received an irrevocable commitment to accept the offer; and

[1st July 2008] Supplement to Official Gazette 175 (iv) in respect of which the offeror or any person acting in concert with him holds an option to purchase or warrants or other convertible securities; (d) all conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the offer or the posting of it is subject; and (e) details of any arrangement (whether by way of option, indemnity or otherwise) in relation to shares of the offeror or the offeree and which might be material to the offer. (2) The announcement of an offer shall include confirmation by the financial advisor or by another appropriate third party that resources are available to the offeror sufficient to satisfy full acceptance of the offer. Announcement of certain purchases
30. (1) Acquisitions of voting rights of an offeree company by an offeror or by any person acting in concert with the offeror may give rise to an obligation to make a cash offer under regulation 66 or to increase an offer under regulation 67.
(2) Immediately after any acquisition giving rise to an obligation under sub-regulation (1) an announcement shall be made, stating (to the extent that it has not previously been announced) the number of voting rights acquired and the price paid, together with the information required by regulation 29. No frustrating action
31. (1) When a bona fide offer has been communicated to the Board of an offeree company or the Board of an offeree company has reason to believe that a bona fide offer may be imminent, no action which could effectively result –
(a) in an offer being frustrated; or
(b) in the shareholders of the offeree company being denied an opportunity to decide on the merits of an offer, shall be taken by the board of the offeree company in relation to the affairs of the company without the approval of the shareholders of the offeree company in general meeting. (2) The Board shall not, without the approval of the shareholders of the offeree company in general meeting – (a) issue any shares; (b) issue or grant options in respect of any unissued shares;

176 Supplement to Official Gazette [14th July 2008] (c) create or issue or permit the creation or issue of any securities carrying rights of conversion into, or subscription for, shares of the company; (d) sell, dispose of or acquire or agree to sell, dispose of or acquire assets of a material amount; (e) enter into contracts, including service contracts, otherwise than in the ordinary course of business; or (f) cause the company or any subsidiary or associated company to purchase or redeem any shares in the company or provide financial assistance for any such purchase. (3) The Authority shall be consulted as soon as practically possible if; the company is under a prior contractual obligation to take any action referred to in sub-regulations (1) and (2), or where there are other special circumstances. (4) The Authority may, in what it regards to be appropriate circumstances, grant a waiver from the general requirement to obtain shareholders' approval. No withdrawal of an offer
32. If there is an announcement of a firm intention to make an offer, except with the consent of the Authority, the offeror shall proceed with the offer unless the posting of the offer is subject to the prior fulfillment of a specific condition and that condition has not been met.
Information to offerors
33. Relevant information relating to the offeree, including particulars of shareholders, given by the offeree shall, on request, be furnished promptly to any other bona fide potential offeror, who shall specify the questions to which it requires answers.
Resignation of directors of offeree company
34. Except with the consent of the Authority the directors of an offeree company shall not resign until the first closing date of the offer, or the date when the offer becomes or is declared unconditional, whichever is the later.
Availability of information
35. Information about companies involved in an offer shall be made available to all shareholders as nearly as possible at the same time and in the same manner.
Time limit of offer document
36. (1) The offer document, which shall not be dated more than 4 days prior to dispatch, shall be posted by or on behalf of the offeror company within 21 days (or, in the case of a securities exchange offer, 35 days) of the announcement of the terms of the offer.

[1st July 2008] Supplement to Official Gazette 177 (2) The consent of the Authority is required if the offer document may not be posted within this period.
Content of offer document
37. The offer document submitted by the offeror to the offeree shareholders shall contain the information required by Schedule 1 together with any other relevant information to enable offeree shareholders to reach a properly informed decision.
Offeree reply document
38. The offeree company shall send to its shareholders within 14 days of receipt by the offeree company of the offer document a document containing the information set out in Schedule 2 together with any other information it considers to be relevant to enable its shareholders to reach a properly informed decision on the offer.
Views of offeree's board and financial advisor
39. The offeree company's document shall include the views of its board on the offer and the advice of its financial advisor as to whether the offer is, or is not, fair and reasonable and the reasons for reaching that conclusion.
Subsequent documents
40. Documents subsequently sent to shareholders of the offeree company by either party shall contain details of any material changes in information previously published by or on behalf of the relevant party during the offer period; if there have been no such changes this must also be stated.
Prospectus standard
41. (1) Any document shall be prepared with the same standard of care as if it were a prospectus.
(2) Sub-regulation (1) applies whether the document is issued by – (a) the company; (b) an advisor on the company's behalf; or (c) any other person in relation to an offer.
(3) A person who issues any such document shall ensure that it remains accurate and up to date throughout the offer period, and shall notify the shareholders of any material change as soon as possible. Sufficient information
42. (1) Shareholders shall be given sufficient information and advice to enable them to reach a properly informed decision as to the merits or demerits of an offer.
(2) The information shall be available to shareholders early enough to enable them to make a decision in a timely manner.

178 Supplement to Official Gazette [14th July 2008] (3) The obligation of an offeror in these respects towards the shareholders of the offeree company is no less than the offeror's obligation towards its own shareholders. Director's joint and several responsibility
43. Documents shall state that all directors of the offeror, or, as appropriate, the offeree, jointly and severally –
(a) accept full responsibility for the accuracy of information contained in the document; (b) confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in the document have been arrived at after due and careful consideration; and (c) confirm that there are no other facts not contained in the document, the omission of which would make any statement in the document misleading. Authority's consent required for exclusion of directors
44. If it is proposed that any director shall be excluded from a document, the Authority's consent is required and the exclusion and reasons for it shall be stated in the document.
Standard of care
45. (1) It is the responsibility of the directors to compile with due care and objectivity a profit forecast.
(2) The financial advisors shall report whether or not they are able to satisfy themselves that the profit forecast has been so compiled and the report must be set out in the relevant document. Assumptions
46. (1) When a profit forecast appears in any document, the assumptions, including the commercial assumptions, upon which the forecast is based shall be stated in the document.
(2) Assumptions shall not normally relate to matters which the directors, by virtue of their particular knowledge and experience in the business, are best able to take a view on, or over which they are able to exercise control, since such matters should be reflected directly in the profit forecast. Disclosure of revaluations
47. When revaluations of assets of either the offeror or offeree company are made in connection with an offer, details of the revaluations or an appropriate summary of them shall be included in the offer document or other document circulated to the shareholders of the offeree company by its board.

[1st July 2008] Supplement to Official Gazette 179 Preparing revaluations
48. (1) The revaluations shall be carried out or confirmed by an independent, professionally qualified valuer or other expert and the basis of valuation shall be clearly stated.
(2) The document stating the revaluations shall include a statement that the consent of the valuer or other expert to the issue of the document with the inclusion of the valuation in the form and context in which is included has not been withdrawn. Filing of documents for comments
49. (1) Prior to release or publication, two copies of all documents shall be filed with the Authority for comment and shall not be released or published until the Authority has confirmed that it has no further comments on the documents.
(2) The final copy of the document shall be filed with the Authority and the securities exchange in duplicate.
Publication of announcement
50. All announcements shall be published in at least one newspaper published and circulating generally in Seychelles.
Minimum period
51. An offer shall be open for at least 21 days following the date of posting of the offer.
Conditions
52. If the offer is conditional, it shall specify the latest day when the offeror can declare the offer unconditional.
Period for acceptance
53. (1) A conditional offer that becomes or is declared unconditional, shall remain open for acceptance for not less than 14 days.
(2) In an announcement of an extension of an offer, either the next closing date shall be stated or, if the offer is then unconditional, a statement may be made that the offer will remain open until further notice. (3) In the case, referred to in sub-regulation (2), at least 14 days notice in writing shall be given before the offer is closed to the shareholders who have not accepted the offer. Final day
54. Except with the consent of the Authority, an offer shall not be kept open after the expiry of 60 days from the date of the posting of the initial offer document unless it has previously become unconditional.
Revised offer
55. (1) If, in the course of an offer, the offeror revises its terms, all offeree shareholders, whether or not they have already accepted the offer, will be entitled to the revised terms.

180 Supplement to Official Gazette [14th July 2008] (2) A revised offer shall be kept open for at least 14 days from the date of posting written notification of the revision to shareholders. Acceptor's right to withdraw
56. (1) An acceptor shall be entitled to withdraw the acceptance after 21 days from the first closing date of the offer, if the offer has not by then become unconditional.
(2) The entitlement to withdraw shall be exercisable until the offer becomes unconditional.
Nature of announcement
57. (1) The offeror shall immediately inform the Authority and the securities exchange that an offer has –
(a) been revised or extended;
(b) expired; or
(c) become or has been declared unconditional, and shall publish an announcement as soon as possible to that effect.
(2) The announcement shall state the number of shares – (a) which it or any person acting in concert with it has or controls; (b) for which acceptances of the offer have been received; and (c) otherwise acquired by the offeror and any person acting in concert with it during the offer period. (3) The announcement shall also specify the percentages of the relevant classes of share capital, and the percentages of voting rights, represented by these numbers. Consequences of failures to announced
58. (1) The Authority shall be consulted if an offeror is unable to comply with any of the requirements of regulation 57.
(2) The Authority may require that an acceptor be granted a right of withdrawal, on terms acceptable to the Authority, until the requirements of this regulation can be met.
Restrictions on dealings before the offer
59. (1) No dealings of any kind in the securities of the offeree company may be transacted by any person with a commercial interest who has confidential price sensitive information concerning an actual or contemplated offer or revised

[1st July 2008] Supplement to Official Gazette 181 offer between the time when there is reason to suppose that an approach or an offer or revised offer is contemplated and the announcement of the approach, the offer, the revised offer, or of the termination of the discussions. (2) The restriction referred to in sub-regulation (1) does not apply to an offeror, or a person acting in concert with the offeror, in respect of such dealings if the dealings are transacted for purposes of the offer unless the offeror, or a person acting in concert with the offeror, is a director or employee of the offeree company. (3) No dealings may take place in the securities of the offeror company except where the offer is not price sensitive in relation to those securities. Restrictions on dealings during the offer
60. During an offer period, the offeror and any person acting in concert with the offeror shall not sell any securities in the offeree company except with the prior consent of the Securities Authority and following 24 hours public notice that the sales might be made.
Restrictions on dealings by offeror during non-cash offers
61. During an offer period for an offer consisting of shares of the offeror traded on a securities exchange (and for which there is no cash alternative) the offeror, and persons acting in concert with the offeror, may not engage in any purchase of the offeror's shares until the later of the date the offeror abandons its intention to conduct the offer and the date the related offer period expires.
Dealings after termination of discussions
62. If discussions are terminated or the offeror decides not to proceed with an offer after an announcement has been made that offer discussions are taking place or that an approach or offer is contemplated, no dealings in securities of the offeree company by any person privy to this information may take place prior to an announcement of the position.
Dealings in relevant securities
63. (1) During an offer period all parties to a takeover or merger transaction and their advisors and any person acting in concert with any of the parties to a takeover or merger transaction and their advisor are free to deal, subject to regulations 59, 60, 61, 62, 67, 68, and 70 and to the disclosures and restrictions mentioned in this regulation being made and complied with by them.
(2) Dealings in relevant securities by –
(a) a person referred to in sub-regulation (1) for that person's own account during an offer period; (b) a person referred to in sub-regulation (1) for discretionary accounts (but not for non-discretionary accounts) of investment clients during an offer period;

182 Supplement to Official Gazette [14th July 2008] (c) any company having a material trading arrangement with an offeree company, shall be disclosed forthwith in writing to the Authority. (3) For the purposes of this regulation – (a) “dealings” include the purchase and sale of securities, the exercise or conversion of rights over securities, subscriptions for securities, and redemptions or purchases by a company of its own securities; (b) disclosure of dealings shall include the following information – (i) the total of the relevant securities in question purchased or sold, or redeemed or purchased by the company itself; (ii) the prices paid or received; (iii) the identity of the person dealing; (iv) if the dealing is by a person acting in concert with the offeror or the offeree company, an explanation of how that status arises; (v) if the disclosure is made by a shareholder who holds 10% or more of any class of issued securities in the company, a statement to that effect; and (vi) the resultant total amount of relevant securities owned or controlled by the person in question (including those of any person with whom there is an agreement or understanding) and the percentage which it represents. Dealings by 10% shareholders
64. During an offer period, if a person, or group of persons acting in concert, owns or controls (directly or indirectly) 10% or more of any class of relevant securities, or as a result of any transaction will so own or control 10% or more, dealings in such securities of that company by such person or persons (or any other person through whom ownership or control is derived) shall be disclosed to the Authority.