Takeover Panel Rules Largely Work Well, Says IR Society, Although Greater Flexibility in Interpretation is Needed

Keep a Simple Majority of Acceptances

LONDON, July 26, 2010 - The Code remains intrinsically strong but its implementation in practice
needs work to stay in line with the Panel's 'Principles' based application.
These are the broad themes of the IR Society response to the Takeover Panel's
consultation on its Code.

Based on its members' experience of most of the recent major contested
takeovers in the UK, the IR Society believes that interpretation of the Code
has become too prescriptive or 'by the book', reflecting years of refinement
and precedent.

"The attractiveness of the UK market as a centre for international
listings is paramount" noted Richard Davies, Chair of the IR Society "The
Panel should therefore consider carefully before implementing the
restrictions proposed."

On the specific questions raised by the Panel, the IR Society does not
favour trading restrictions following a takeover announcement which it
believes could adversely impact the pricing of equities, hindering a true
valuation being established.

John Dawson, Deputy Chair of the IR Society, and formerly Head of IR at
Cadbury added:

"Whilst such actions might deter selling by long-only investors in the
first instance, if it hinders the free pricing of a takeover by the market
then it may ultimately be destructive to shareholder value as a process
unfolds. A well contested takeover is a dynamic process and strong management
and investor relations teams can get their message across given a sensible
timetable and some flexibility."

To achieve share register transparency, and with a significant number of
smaller hedge fund managers taking arbitrage positions, a lower threshold is
appropriate during offer periods. As a result, the Society supports the
lowering of the threshold trigger to the proposed 0.5%.

The IR Society also believes that the existing regime is rigorous and
effective in ensuring an offer is underpinned by long-term financing. More
detailed disclosures by the Offeror are unlikely to influence investors in
the longer term.

Further independent advisers would be superfluous, complicating the flow
of information into the market, creating additional work, and adding
additional fees for no material return to the investors.

The shareholders of the offeree company should remain the primary concern
of the Panel. Forcing offeror shareholders to vote on a deal when they would
not normally have to is only important where the consideration is
significantly in equity, creating long term risk for the offeree
shareholders.

The "put up or shut up" regime can best be improved by changing the
timetable and disclosure requirements allowing much greater timetabling
flexibility, for example by adjusting for holidays and valuable deadlines
around period end reporting events.

The full IR Society response can be seen here. www.irs.org.uk/

Notes for editors.

The Investor Relations Society represents members working for public
companies and consultancies to assist them in the development of effective
two way communication with the markets and to create a level playing field
for all investors. It has nearly 600 members drawn both from the UK and
overseas, including the majority of the FTSE 100 and much of the FTSE 250.

    Investor Relations Society contacts:

    Richard Davies, Chairman, +44(0)20-7492-0501
    John Dawson, Deputy Chairman +44(0)7976-926-486
    Michael Mitchell - General Manager +44(0)20-7379-1763

Investor Relations Society contacts: Richard Davies, Chairman, +44(0)20-7492-0501; John Dawson, Deputy Chairman +44(0)7976-926-486; Michael Mitchell - General Manager +44(0)20-7379-1763