Offer-related arrangements. Confidentiality Agreement Regent and TClarke entered into a confidentiality agreement dated 15 March 2024 (the “Confidentiality Agreement”) pursuant to which Regent has undertaken to: (a) keep confidential information relating to, inter alia, the Acquisition and TClarke and not to disclose it to third parties (other than to certain permitted parties), unless required by law or regulation; and (b) use the confidential information only in connection with evaluation of the Acquisition, unless required by law or regulation. These confidentiality obligations shall remain in force for a period of one year from the date of the Confidentiality Agreement. The Confidentiality Agreement also includes customary non-solicitation obligations on Regent, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement and a standstill provision in favour of TClarke which ceases to apply upon release of this Announcement. Co-operation Agreement Pursuant to a co-operation agreement dated 16 April 2024 (the “Co-operation Agreement”): (a) TClarke has agreed to co-operate with Regent to assist with the obtaining of regulatory clearances and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition; (b) Regent has agreed to provide TClarke with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Regent has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (d) Regent and TClarke have agreed to certain arrangements in respect of the TClarke Share Plans. The Co-operation Agreement will terminate, amongst other things:
Offer-related arrangements. Confidentiality Agreement Pursuant to the Confidentiality Agreement, amongst other things, Blackstone gave certain undertakings to: (a) subject to certain exceptions, keep information relating to St. Modwen and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of 13 April 2023 and completion of the Acquisition by Bidco. The Confidentiality Agreement also contains undertakings from Blackstone that for a period of one year after the date of the Confidentiality Agreement it will not, without St. Modwen’s prior written consent (i) have any contact with any director, officer, employee, customer, contractor or sub-contractor of, or supplier of, or lender to a member of the St. Modwen Group, or (ii) solicit, engage, employ or offer to employ any director, officer or senior employee of the St. Modwen Group.
Offer-related arrangements. The parties agree that, if the Panel determines that any provision of this Agreement that requires the Purchaser to take or not to take action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded. The foregoing does not affect the continuation in force of the remainder of this Agreement.
Offer-related arrangements. Confidentiality Agreement LSEG and DBAG have entered into a confidentiality agreement dated 19 January 2016 pursuant to which each of LSEG and DBAG has undertaken, amongst other things, to: (A) keep confidential information relating to the Merger and the other party and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (B) use the confidential information for the sole purpose of evaluating, negotiating, advising on or implementing the Merger. These obligations remain in force until 12 months after the completion of the parties’ negotiations, whether or not the Merger is implemented. The agreement also contains certain provisions pursuant to which each party has agreed not to solicit certain employees of the other party, subject to customary carve-outs, for a period of 12 months.
Offer-related arrangements. Confidentiality agreement Barrick and Randgold have entered into a confidentiality agreement on 28 April 2018, pursuant to which each of Barrick and Randgold has undertaken, amongst other things, to: (a) keep confidential information relating to the Merger and the other party and not to disclose such confidential information to third parties (other than certain permitted parties) unless required by law or regulation or certain other limited exceptions apply; and (b) use the confidential information for the sole purpose of evaluating the other party’s group and/or the Merger and/or negotiating and/or advising on the Merger. These confidentiality obligations remain in force until 28 April 2020. Cooperation Agreement Barrick and Randgold have entered into a cooperation agreement dated 24 September 2018 with respect to conduct of the Merger. Under the terms of the Cooperation Agreement, Barrick and Randgold have agreed, among other things, that: • Barrick and Randgold shall co-operate with each other in order to assist in obtaining clearance from competition and other governmental bodies in order to satisfy the Conditions relating to such clearances; • Barrick and Randgold shall provide each other with certain information and assistance in the preparation of the Scheme Document and the Barrick Information Circular; • Barrick and Randgold shall co-operate to write to participants in the Randgold Share Plans and to inform them of the impact of the Scheme on their awards; • Barrick and Randgold intend to implement the Merger by way of the Scheme, subject to the ability of Barrick with the consent of the Panel and Randgold or, in certain circumstances, without the consent of Randgold, to proceed by way of a Takeover Offer in the circumstances described in paragraph 18 below; • Barrick shall pay to Randgold a break fee payment in the amount of USD 300 million if, following this announcement, any of the following events occur:
Offer-related arrangements. Confidentiality Agreement Pagero and Tungsten entered into a confidentiality agreement dated 4 January 2022 (the “Confidentiality Agreement”) pursuant to which each party has undertaken, inter alia, to: (i) keep confidential information relating to, inter alia, the Offer and the other party and its Group and not to disclose it to third parties (other than to certain authorised recipients); and (ii) use the confidential information only in connection with the Offer, in each case subject to certain exceptions. These confidentiality obligations shall remain in force until the third anniversary of the Confidentiality Agreement. The Confidentiality Agreement also includes customary non-solicitation obligations on Pagero.
Offer-related arrangements. Confidentiality Agreement Hammerson and Intu have entered into the Confidentiality Agreement, dated 13 November 2017, pursuant to which each of Hammerson and Intu has undertaken, amongst other things: (a) to keep confidential information relating to the Acquisition and to the other party confidential and not to disclose it to third parties (other than certain permitted parties) other than as required by law or regulation; and (b) to use the confidential information for the sole purpose of considering, evaluating, advising on or furthering the Acquisition. These confidentiality obligations will remain in force following Completion. The agreement also contains certain provisions pursuant to which each party has agreed not to solicit employees of the other party, subject to customary carve-outs, for a period of 6 months.
Offer-related arrangements. Confidentiality Agreement CVC Advisers (Polska) sp. zoo and Stock Spirits have entered into a confidentiality agreement dated 22 June 2021 (the “Confidentiality Agreement”) (which was supplemented on 1 July 2021) pursuant to which CVC Advisers (Polska) sp. zoo has undertaken, amongst other things, to: (i) subject to certain exceptions, keep information relating to the Offer and the Stock Spirits Group confidential and not to disclose it to third parties (other than certain permitted parties) unless required by law or regulation; and (ii) use such confidential information for the sole purpose of evaluating, negotiating, advising on or implementing the potential Offer. These confidentiality obligations will remain in force until the earlier of completion of the Offer and the date which is 18 months from the date of the Confidentiality Agreement. The agreement also contains provisions pursuant to which CVC Advisers (Polska) sp. zoo has agreed not to solicit certain employees of the other party, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement.
Offer-related arrangements. Confidentiality Agreement News Corp and Wireless entered into a confidentiality and standstill agreement dated 1 June 2016 (the "Confidentiality Agreement") pursuant to which News Corp has undertaken to keep certain information relating to Wireless confidential and not to disclose such information to third parties, except certain permitted disclosures for the purposes of evaluating the Offer, or if required by applicable laws or regulations. Pursuant to the Confidentiality Agreement, News Corp has also undertaken not to make an approach in which it discloses its interest in the Offer to any of Wireless' employees, agents, consultants, contractors, finance providers or professional advisers and not, for a period of 12 months from 1 June 2016, to solicit from his or her current employment any person who is a director, employee or consultant of the wider Wireless group and who holds office in a managerial or executive capacity or otherwise has access to confidential information, and who participates in the evaluation of the Offer. Unless otherwise limited, the obligations under the Confidentiality Agreement will remain in force until 1 June 2018. Co-operation Agreement News Corp (UK & Ireland) and Wireless have entered into a co-operation agreement relating to the Offer (the "Co-operation Agreement") pursuant to which each of News Corp (UK & Ireland) and Wireless has agreed to provide to the other such necessary information and assistance as may be reasonably required for the purposes of obtaining the regulatory clearances that are necessary or desirable in order to satisfy the Regulatory Conditions (the "Clearances"). The Co-operation Agreement shall terminate with immediate effect and all rights and obligations of the parties shall cease forthwith, as follows:
Offer-related arrangements. Confidentiality agreement On 5 February 2015, Fairfax and Brit entered into a confidentiality agreement in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for two years from the date of the agreement. Co-operation Agreement On 16 February 2015, Fairfax and Brit entered into the Co-operation Agreement. The Co-operation Agreement clarifies the intentions of the parties towards the existing share schemes of Brit. Fairfax and Brit agree that Brit may, following announcement of its results for the year ended 31 December 2014, grant awards over shares in Brit, up to certain thresholds, under and in accordance with the rules of its long term incentive plan and deferred share plan. Participants in the Brit all employee share plan will in accordance with the trust deed and rules of the plan and applicable legislation, be entitled to participate in the Offer on the same terms as other Brit Shareholders. Awards under international incentive plans will vest in accordance with their respective rules. The Co-operation Agreement also includes an acknowledgement from Fairfax that each of the 2014 Final Dividend, the First Interim Dividend and the Second Interim Dividend shall be permitted on the terms of this announcement. The Co-operation Agreement also includes undertakings by the parties to co-operate to satisfy certain Conditions.
