TIMETABLE FOR A TAKEOVER. The time it takes to complete a takeover depends on a number of factors, including whether or not:

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1 TIMETABLE FOR A TAKEOVER The time it takes to complete a takeover depends on a number of factors, including whether or not: There are any regulatory issues or the need for bidder shareholder consent The offer is to be recommended; and It is structured as a contractual takeover offer or a scheme of arrangement. Example timetables for a contractual offer and a scheme of arrangement are set out in the appendices below. Both assume that no regulatory clearances (e.g. in relation to anti-trust) are required as part of the takeover process. A summary of the key stages of a takeover bid are set out in chronological order below. An informal approach is made by the bidder s management (or the bidder s financial advisers) to the target s management (often to the target s chairman) and/or its retained financial advisers. A non-binding (private) indicative offer letter is sent by the bidder s management (or the bidder s financial advisers) to the target s management, setting out the basic details of the bidder s indicative offer. This typically includes offer price, timing, basic due diligence information requests and material conditions to an offer. If the offer price and general nature of conditions are agreed, due diligence on the target will commence, which will often take between two and six weeks. The public announcement of a firm intention to bid is released by the bidder. From the date of announcement, the bidder has 28 days to post the offer document or scheme document to target shareholders. The next steps will depend on the type of offer. For contractual takeover offers: Within 60 days of posting the offer document the offer must have met its shareholder acceptance condition or such acceptance condition must have been waived. As a minimum, to enable the offer to close, sufficient of the target s voting shares must have been acquired by the bidder/accepted the offer such that the bidder would hold more than 50 per cent of the target s voting shares. 21 days after the shareholder acceptance condition has been met all other conditions to an offer must have been satisfied or waived. The offer then becomes wholly unconditional. For schemes of arrangement: No sooner than 21 days after the scheme document is posted target shareholders are to hold shareholder meetings to approve the scheme.

2 Approximately 20 days after it is approved by target shareholders, the scheme is approved by the UK High Court. Within one or two days of court approval the target files the necessary court orders at the Companies Registry and the scheme immediately becomes effective. The target company is de-listed from the London Stock Exchange. In the case of contractual offers where the bidder has acquired at least 75 per cent of the target s shares, and has given appropriate notice to the London Stock Exchange, no separate shareholder approval is required. The consideration is paid to target shareholders within 14 days of the takeover becoming unconditional/ effective. For contractual offers, the re-registration of the target company as a private limited company and the compulsory squeeze-out process (in relation to minority/ dissenting shareholders) may commence shortly thereafter. The probable need to undertake a compulsory squeeze-out can mean that even on a recommended offer it takes longer for a bidder to acquire 100 per cent of the shares in the target if it makes a contractual takeover offer rather than initiating a takeover by way of a scheme of arrangement. If you would like further information or assistance on any aspect of UK takeover offers, please contact the person at Brabners with whom you usually deal or: David Bowcock Head of Corporate (Manchester) Tel: david.bowcock@brabners.com Andrew Millar Partner - Corporate Tel: andrew.millar@brabners.com

3 APPENDIX 1 Contractual takeover offer timetable Date 28 Day 0 Day 14 Day 21 Day 39 Day 42 Day 46 Day 60 Day 74 Day 81 Bidder undertakes due diligence; negotiate terms/conditions of offer and transaction documents; produce drafts of offer document/announcements If a leak occurs announcement of talks/possibly of an offer offer period starts possible requirement to announce a firm bid or confirm no intention to bid within 28 days (unless deadline is extended) Bidder makes firm offer announcement takeover timetable commences Post offer document (within 28 days of firm offer announcement) Target must post first defence, if a hostile situation. On or after Day 14, target shareholder general meeting to approve special MBO team arrangements (if any) Earliest first closing date Last date for material defence information, if any, in a hostile situation Withdrawal rights commence 21 days after the first closing date (assuming first closing date is on Day 21) Save in exceptional circumstances, last date for offer revision Last date for offer to be declared unconditional as to acceptances. If offer lapses bidder unable to re-bid for 12 months offer period ends Earliest date on which offer can close (assuming the offer not unconditional as to acceptances until Day 60) Last date for fulfilment/waiver of all other conditions (assuming the offer not unconditional as to acceptances until Day 60) all offer conditions to be fulfilled/waived within 21 days after unconditional as to acceptances If and when the offer has become unconditional and has received acceptances in respect of 75% of target shares, target can de-list on 20 business days notice. Subsequent re-registration of target as a private company often requires a general meeting of target shareholders on 14/21 clear days notice and, potentially, a waiting period thereafter Day 95 Cash consideration to be posted to shareholders (assuming the offer was only declared wholly unconditional on Day 81) since consideration to be posted within 14 days after offer wholly unconditional

4 Within 3 months of offer being closed (or, for AIM listed companies, and if earlier, within 6 months of Day 0) Day CS + 6 weeks Day CS + 6 weeks + a few days Last date compulsory squeeze out notices can be served on minority shareholders ( Day CS ) if over 90% in offer acceptances received Last date for litigated objection by minority shareholders to compulsory squeeze out Compulsory squeeze out completes (if no objections received by Day CS + 6 weeks) APPENDIX 2 Scheme of arrangement timetable Date 28 Bidder undertakes due diligence; negotiate terms/conditions of offer and transaction documents; produce drafts of scheme document/announcements If a leak occurs announcement of talks/possibly of an offer offer period starts possible requirement to announce a firm bid or confirm no intention to bid within 28 days (unless deadline is extended) Bidder makes firm offer announcement takeover timetable commences Day 5 Hearing of scheme of arrangement claim form in High Court 1 Day 0 Day 24 Day 32 Day 34 Post scheme document (within 28 days of firm offer announcement) Court (i.e. target shareholder) meeting(s) and target general meeting (to approve changes to target s articles of association, the capital reduction associated with the scheme and any special MBO team arrangements (if any)) (at least 21 days from Day 0) Interim court directions hearing Advertise the scheme and capital reduction in a newspaper Day 42 Court hearing to sanction scheme obtain scheme court order file order at Companies House Last day of dealings in target shares Day 44 Day 45 Court hearing to confirm capital reduction obtain reduction court order file order at Companies House effective date of scheme of arrangement target wholly owned by bidder Delisting of target shares

5 Day 58 Cash consideration to be posted to shareholders (assuming the scheme becomes effective on Day 44) since consideration to be posted within 14 days after offer is effective Once bidder is sole shareholder of target, re-registration of target as private company can happen on very short notice or sometimes can happen as part of the scheme 1 The court timetable and dates need to be booked at the outset of the process