A break fee of approximately 1% of scheme consideration, consistent with Takeovers Panel Guidance Note 7 and not payable merely because shareholders reject the scheme, does not present a barrier to convening a scheme meeting. Exclusivity provisions of 4.5 months with appropriate fiduciary carve-outs are within the range of reasonable periods for acquisition schemes. The question of whether a break fee might influence shareholder voting is properly addressed at the second court hearing rather than the first.
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