You, on behalf of your company (the "Recipient"), have requested certain information about DOMINUS ROSS HOUSE LIMITED (the "Company") and STEEPLEMOUNT HOUSE (the “Property”) in consideration of Confidential Information being made available to the Recipient and its Associates, the Recipient hereby agrees with and undertakes to each of Allsop LLP / GLPG (the "Provider") and the Company in the terms set out below.
I have read and agree to these terms.
1 Confidential Information
1.1 Subject to paragraph 3, the Recipient shall:
(a) only use the Confidential Information for the sole and exclusive purpose of evaluating and considering the acquisition of the Property and not for any other competitive or commercial purpose;
(b) keep the Confidential Information secret and confidential and shall not communicate or disclose any Confidential Information to any person other than as permitted by paragraph 2;
(c) on receipt of a written demand from the Provider as soon as reasonably practicable and in any event within five days of such demand:
(i) return to the Provider all documents and all other materials made available to the Recipient or its Associates in connection with these terms and containing any Confidential Information and all copies and reproductions which may have been made by or on behalf of the Recipient or its Associates of such documents and materials; and
(ii) destroy or permanently erase (as appropriate) all documents and all other materials prepared by the Recipient or any of its Associates to the extent that they contain, reflect or derive from Confidential Information;
provided that the Recipient and its professional advisers may, if so required by law or by any governmental, official or regulatory body, keep one copy of any documents in their possession for record purposes without prejudice to any duties of confidentiality in relation to such Confidential Information contained in these terms;
(d) not (without the prior written consent of the Provider) make, or permit or procure to be made, or solicit or assist any other person to make, any announcement or disclosure relating to the existence of the proposed transaction, the fact that discussions and negotiations between the Provider and the Recipient concerning the Company are taking or have taken place and the terms, conditions or status of such discussions and negotiations; and
(e) in connection with the proposed acquisition of the Property or any Confidential Information, not have any contact of any kind with:
(i) any directors, officers, employees, customers or suppliers of the Company other than such persons as the Provider may nominate in writing;
(ii) any leaseholders or other residents at the Property
(iii) any managing agent engaged to manage any property within the Portfolio in relation to that property, whether such agent is appointed by your client or by a third party;
(iv) any residents’ management company in respect of the Property.
2 Permitted disclosure
2.1 The Recipient may only disclose Confidential Information to:
(a) its Associates directly involved in the evaluation and consideration of the proposed acquisition of the Property and
(b) search or enquiry agents (provided that such searches or enquiries are conducted on a confidential basis so far as practicable).
2.2 The Recipient shall:
(a) inform each of its Associates to whom it discloses any Confidential Information of these terms;
(b) procure that each of its Associates to whom any Confidential Information is made available adheres to these terms as if that Associate was the Recipient; and
(c) give all such assistance required by the Provider to enable the Provider to prevent any improper use of any Confidential Information by any Associate of the Recipient.
3 Disclosure required by law
3.1 The provisions of paragraphs 1 to 2 (inclusive) shall not restrict any disclosure where such disclosure is required by law or by any court of competent jurisdiction or by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure or where such disclosure is required by the rules and regulations of the United Kingdom Listing Authority, the London Stock Exchange plc (or any other stock exchange on which the Recipient's shares are listed or quoted) or the City Code on Takeovers and Mergers provided that (so far as it is lawful and reasonably practicable to do so) prior to any such disclosure being made the Recipient shall immediately notify the Provider of such requirement with a view to the parties agreeing the timing and content of such disclosure and affording the Provider the opportunity to seek an appropriate remedy to prevent such disclosure.
4 Duration
4.1 In the event of the termination of discussions between us, the obligations set out in these terms shall continue in full force and effect notwithstanding the return or destruction of Confidential Information and any copies of it.
5 Governing law
5.1 These terms and any non-contractual obligations in connection with it shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
6 Definitions
6.1 In these terms:
"Associate"means any subsidiary undertaking, any parent undertaking and any subsidiary undertaking of any parent undertaking of the Provider, the Recipient or the Company (as appropriate), and any director, officer, employee, agent or professional adviser of the Provider or the Recipient (as appropriate) or of any such parent undertaking or subsidiary undertaking;
"Confidential Information" means all information in whatever form relating to the Company, any other member of the Group or the activities of any member of the Group which the Provider or any of its Associates make available to the Recipient or any of its Associates (and whether directly or indirectly) and any and all information prepared by the Recipient or any of its Associates and derived from, containing or reflecting such information but in each case excluding information which:
(a) is in the public domain at the time it is made available to the Recipient or any of its Associates; or
(b) enters the public domain after it has been made available to the Recipient or any of its Associates (other than as a result of any breach by the Recipient of these terms or any unauthorised disclosure by a person to whom Confidential Information has been disclosed in accordance with paragraph 3); or
(c) was properly and lawfully in the possession of the Recipient prior to the time that it is made available to the Recipient (as evidenced by the written records of the Recipient) and is free of any restriction as to its use or disclosure;
