10. For the purposes of this Guidance Note, the term "insider" means either or both of: 1. any officer or adviser of the target company who is in a position to influence the target's consideration of the bid; 2. any person with significant non-public information in relation to the target or its business obtained through that person's role as an officer or adviser, or former officer or adviser, of the target company. 11. An entity which has such information through its role as an adviser to the target will not be regarded as an "insider" for the purposes of this Guidance Note where it is acting in a different capacity in relation to a bid or potential bid, if there are appropriate and effective Chinese walls in place and the significant non-public information is quarantined from that part of the entity which is so acting. 12. The term "participating insider" means insiders (as defined above) who are given an understanding by, or enter or propose to enter into an agreement with, a potential bidder that they will gain or benefit4 from the bidder making a successful bid, for example, by: 1. acquiring equity in, or options or other derivatives or like interests over such equity in: 1. the target; 2. the bid vehicle or a related entity; 3. the bidder or a related entity; 4. another entity whose performance is related to the performance of the target; or 5. funds managed by the bidder or related entities; or 2. agreeing to enter into, or forming an understanding about entering into, employment or other agreements that will apply if the target is acquired by the bidder and are reasonably likely to cause a real or perceived conflict of interest for the insider because of their value, for example significant levels of compensation, or cash or fee incentives, based on the performance of the target or elements of the target.5
