Sch 11 para 12
(1) The securities are offered in connection with a takeover offer. (2) “ Takeover offer ” means— (a) an offer to acquire shares in a body incorporated in the United Kingdom which is a takeover offer within the meaning of the takeover provisions (or would be such an offer if those provisions applied in relation to any body corporate); (b) an offer to acquire all or substantially all of the shares, or of the shares of a particular class, in a body incorporated outside the United Kingdom; or (c) an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares. (3) “ The takeover provisions ” means— (a) Part XIIIA of the Companies Act 1985; or (b) in relation to Northern Ireland, Part XIVA of the Companies (Northern Ireland) Order 1986. (4) For the purposes of sub-paragraph (2)(b), any shares which the offeror or any associate of his holds or has contracted to acquire are to be disregarded. (5) For the purposes of sub-paragraph (2)(c), the following are not to be regarded as holders of the shares in question— (a) the offeror; (b) any associate of the offeror; and (c) any person whose shares the offeror or any associate of the offeror has contracted to acquire. (6) “ Associate ” has the same meaning as in— (a) section 430E of the Companies Act 1985; or (b) in relation to Northern Ireland, Article 423E of the Companies (Northern Ireland) Order 1986.