Yes—here’s how the chain-reaction would play out if a rival...

Yes—here’s how the chain-reaction would play out if a rival appears with an all-cash, A$ 6.00 takeover offer that is “unconditional” in the commercial sense (i.e., fully funded, no regulatory or financing outs, and able to be declared free of its acceptance condition as soon as it tops 50 %):

Step	What happens?	Why it works this way
1 Rival announces a Rule 2.7 “firm-intention” offer at A$ 6.00	The new bidder must table a binding offer statement under the UK Takeover Code with proof of funds.	Rule 2.7 locks the price / terms and starts the formal timetable.
2 Adriatic’s board must re-evaluate and issue fresh advice	Under Rule 25.2 the directors have a legal duty to state whether an offer is in shareholders’ best interests and to update that opinion if circumstances change.(code.thetakeoverpanel.org.uk)	Price, conditionality and deliverability are the key yardsticks. An A$ 6 cash offer (~+25 % to DPM’s 268 p headline) that is cleaner and quicker would almost certainly be judged “superior.”
3 Board switches its recommendation to the A$ 6 bid	Fiduciary duties override any personal undertakings the directors have given on their own 0.46 % stake. Their shares stay locked to the DPM scheme, but their advice to all other shareholders changes.	Note 5 to Rule 25.2 makes clear directors must act for all shareholders even where they have conflicts.
4 L1 Capital’s “soft” undertaking falls away automatically	L1’s deed is conditional on the board continuing to recommend DPM; once the board flips, L1 (≈ 13 %) is free to accept the new bid.
5 DPM can terminate the scheme—no fee is payable	A board-switch is an express walk-away right for DPM under the Co-operation Agreement, but not a reverse-fee trigger.
6 Offer goes live; Helikon + directors still “hard-locked” (≈ 24 %)	Their irrevocables survive a higher bid, so they can: sit tight, apply to the Panel for a release, or accept if the Panel grants one.	Even if they sit tight they cannot block control passing once > 50 % of the other shares accept the offer; they can only stop a 90 % squeeze-out.
7 Outcome	If ≥ 50 % of the register (excluding the locked 24 %) accepts, the bidder declares the offer unconditional and takes control of Adriatic; life goes on with Helikon as a minority investor or a subsequent sell-down.	Practical reality is that a cash bid at A$ 6.00 usually proves irresistible to most institutions, so Helikon would be under huge economic pressure to tender—or to seek a Panel release so it isn’t left behind.

Key take-aways

• The board can and almost certainly must switch its recommendation once a clearly superior, fully-financed cash bid is on the table—even though the directors’ own sliver of shares remains locked to DPM.

• L1 Capital is automatically liberated and can support the new bidder.

• Helikon’s hard 23-24 % stake does not give it a veto over a straightforward takeover offer:

  • It would block a scheme (needs 75 % approval) but that is why a rival would structure its proposal as a contractual offer instead.

  • At worst, Helikon can frustrate compulsory squeeze-out (needs 90 %), not the acquisition of control.

  • The Takeover Panel retains discretion to release or “disregard” those locked shares if keeping them bound would unfairly disenfranchise the rest of the market.

So, in the scenario you describe—all-cash, A$ 6.00, effectively unconditional—the directors would be expected to recommend the new offer, L1 walks, DPM withdraws fee-free, and Helikon’s lock-up becomes a negotiating point but not a deal-killer.