{ "docId": "019de514-a947-7574-b279-475f391d2d78", "docSlug": "227a353b774ea948df87400d76b12e65", "documentTitle": "OpenText | Investor Presentation Deck | 42 slides", "authorId": "opentext", "authorName": "OpenText", "documentKindSlug": "conference-presentation", "documentKindLabel": "Conference presentation", "sourceTypeSlug": "investor_relations", "sourceTypeLabel": "Investor relations", "presentationDate": "2022-11-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.7777778, "pageNumber": 35, "pageCount": 42, "prevPage": 34, "nextPage": 36, "slideType": "appendix_disclosure", "function": "appendix", "density": "overcrowded", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de514-a947-7574-b279-475f391d2d78/35", "deckHref": "/decks/019de514-a947-7574-b279-475f391d2d78", "deckJsonHref": "/decks/019de514-a947-7574-b279-475f391d2d78.json", "deckAnchorHref": "/decks/019de514-a947-7574-b279-475f391d2d78#slide-35", "components": [ { "bbox": { "h": 0.03, "w": 0.11, "x": 0.02, "y": 0.94 }, "kind": "image", "text": "opentext™", "attrs": null, "subkind": "logo", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "02c063c0-b7ae-4387-b669-c30e6f7906ee", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.46, "w": 0.959, "x": 0.02, "y": 0.16 }, "kind": "paragraph", "text": "Disclosure requirements of the UK City Code on Takeovers and Mergers\nUnder Rule 8.3(a) of the UK City Code on Takeovers and Mergers (the Code), any person who is interested in 1 percent or more of any class of relevant securities of an offeree company or of any securities\nexchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the\ncommencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's\ninterests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to\nwhom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m.\n(London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or\nof a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.\nUnder Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 percent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a\nDealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the\nperson's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details\nhave previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of\nthe relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or\na securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing\nDisclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).\nDetails of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's\nwebsite at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact\nthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "33adbfcc-bda7-4078-af8b-6739d32a45e4", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.25, "w": 0.959, "x": 0.02, "y": 0.66 }, "kind": "paragraph", "text": "Additional Information\nU.S. shareholders (and the acquired company's ADS holders) should note that the Acquisition relates to an offer for the shares of a UK company that is a \"foreign private issuer\" as defined under Rule 3b-4 of\nthe Exchange Act and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the\ntender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of\narrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, we exercise\nour right to implement the Acquisition by way of a takeover offer and determines to extend the takeover offer into the United States, the Acquisition will be made in compliance with applicable U.S. securities\nlaws and regulations, including Sections 14(d) and 14(e) of the Exchange Act and Regulations 14D and 14E thereunder. Such a takeover offer would be made in the United States by us or our wholly-owned\nsubsidiary and no one else.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "fc75399e-ba83-47e4-b0fb-95fc0458f316", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.01, "w": 0.15, "x": 0.802, "y": 0.95 }, "kind": "source-note", "text": "OpenText ©2022 All rights reserved", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "2ae0bc65-7fb3-4ffd-917d-ae492a759d05", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.01, "w": 0.01, "x": 0.96, "y": 0.95 }, "kind": "source-note", "text": "35", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "ce74bc8b-4005-47a1-85f3-510ae085f7f4", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.04, "w": 0.49, "x": 0.029, "y": 0.06 }, "kind": "title", "text": "Additional Information", "attrs": null, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "01d0aa2d-fb3b-443b-b480-f88868b36e7b", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [], "arcBeats": [ { "to": 42, "from": 17, "beatId": "ca9aa007-f4fa-4543-a08b-00a2c5b4013c", "arcName": "The Sparkline", "arcSlug": "sparkline", "beatName": "Action", "beatSlug": "monroes-sequence-action", "evidence": "The presentation concludes with a call to action and a detailed appendix.", "position": 4, "confidence": 0.8, "parentBeatName": "Resolution", "parentBeatSlug": "resolution" } ], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }