Copied from the 20 Dec RNS to save time hunting for it.30 Dec 2023 17:00
Two key areas to note.
Asset Valuations
The Independent Shanta Directors note that the various asset valuations published by Shanta in the 12 months before the commencement of the Offer Period were provided for illustrative purposes only, based on historic figures and, in the Independent Shanta Directors' view, are neither valid nor relevant in the context of the Acquisition or otherwise. The Independent Shanta Directors therefore disclaim those valuations, all of which should be discounted by Shanta Shareholders when considering the Acquisition or otherwise. It has been agreed with the Panel that these valuations are not relevant for the purposes of Rule 29 of the Takeover Code.
APPENDIX 2
BASES AND SOURCES
upon any competing offer for Shanta becoming or being declared unconditional in all respects (if implemented by way of a Takeover Offer) or otherwise becoming effective (if implemented by way of a Scheme); or
· if Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition;
· a person, other than Bidco, announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) (a "Firm Third Party Offer"), however structured, for the entire issued and to be issued share capital of Shanta (save for those shares in Shanta already owned by such third party or by any person acting in concert with it), and the consideration payable for each share in the capital of Shanta under such Firm Third Party Offer is at least 10 per cent. greater than the amount or value of consideration offered under the Acquisition) (a "Superior Proposal"). If any Superior Proposal includes non-cash consideration, such as shares or other securities, the amount or value of the consideration offered under the Superior Proposal for the purposes of this paragraph shall be as determined by the Shanta Board (acting reasonably), having taken advice from its financial adviser; or
· upon any competing offer for Shanta becoming or being declared unconditional in all respects (if implemented by way of a Takeover Offer)