The board of the offeree company shall circulate its views on the offer, including any alternative offers, and shall, at the same time, make known to the holders of relevant securities in the offeree company the substance of the advice given to it by its external advisors.
| 22.2) | Views of the board on the offeror's plans for the company and its directors |
The board of the offeree company should, insofar as relevant, comment upon the statements in the offer document regarding the offeror's intentions in respect of the offeree company and its directors made pursuant to Rule 21.1.
| 22.3) | Holdings of securities and dealings |
| a) | The first major circular from the offeree board advising holders of relevant securities on an offer (whether recommending acceptance or rejection of the offer) shall state- |
| i) | the holdings of relevant securities of the offeree company in the offeror; |
| ii) | the holdings of relevant securities in the offeree company and in the offeror in which directors of the offeree company are directly or indirectly interested; |
| iii) | the holdings of relevant securities in the offeree company and (in the case of a securities exchange offer only) in the offeror which any person acting in concert with the offeree company owns or controls and the holdings of relevant securities in the offeree company and, (in the case of a securities exchange offer only) in the offeror, owned or controlled by a subsidiary of the offeree company, or by any person acting in concert with it; |
| iv) | the holdings of relevant securities in the offeree company and (in the case of a securities exchange offer only) in the offeror owned or controlled by a person who has any arrangement, undertaking or agreement of the kind referred to in Rule 21.11 with the offeree company or with any person acting in concert with the offeree company; |
| v) | whether the directors of the offeree company intend, in respect of their own beneficial holdings of relevant securities, to accept or reject the offer. |
| b) | If in any of the above categories, there are no holding of relevant securities, that fact shall be stated. |
| i) | If any party whose holdings of relevant securities are required by paragraphs (a)(i) and (ii) of this Rule to be disclosed has dealt for value in the securities in question during the period beginning six months prior to the offer period and ending with the latest practicable date prior to the posting of the circular, the details, including dates and prices, shall be stated. |
| ii) | If any party whose holdings of relevant securities are required by paragraphs (a)(iii) or (iv) of this Rule to be disclosed has dealt for value in the securities in question during the period beginning six months prior to the offer period and ending with the latest practicable date prior to the posting of the circular, similar details shall be stated. |
| iii) | In all cases, if no such dealings have taken place that fact shall be stated. |
| 22.4) | Directors' Service Contracts |
| a) | The first major circular from the offeree board advising holders of the relevant securities on an offer (whether recommending acceptance or rejection of the offer) shall disclose material particulars of all service contracts of any director or proposed director of the offeree company with the company or any of its subsidiaries. If there are none, this shall be stated. |
| b) | if any such contracts have been entered into or amended within 6 months of the date of the document, particulars shall be given in respect of the earlier contracts (if any) which have been replaced or amended as well as in respect of the current contracts. If there have been none, that shall be stated. |
| 22.5) | Arrangements in relation to dealings |
The first major circular from the offeree board advising holders of the relevant securities on an offer, whether recommending acceptance or rejection of the offer, shall disclose any arrangements, undertakings or agreements of the kind referred to in Rule 21.1 1. If there are none, this shall be stated.
