Clause 44

by deleting the words “even though such acquisition does not confer de facto control” at the end of subsection (3);

by substituting a full-stop for the comma after the word “company” in the fifteenth line of subsection (9)(c) and by deleting the words “but nothing in this paragraph shall prevent an inference of a firm intention being drawn where the percentage of shares acquired in an offeree company is below that needed for acquiring effective control.”;

by inserting, immediately after subsection (9)(c), the following paragraph:“(d)Where the offeror corporation has stated in a public announcement that the making of the take-over offer is subject to the fulfilment of certain conditions which are specified in the announcement, the offeror corporation shall notwithstanding paragraph (c), give or cause to be given a notice in writing of the scheme referred to in subsection (4)(a) to the offeree company within 14 days of the fulfilment of those conditions.”; and

by inserting, immediately after subsection (10), the following subsection:“(10A) Nothing in this section and the Tenth Schedule shall be construed as placing an obligation upon an offeror corporation —

to extend a take-over offer to the holders of any class of share capital in the offeree company which carries votes; and

to comply with this section and the Tenth Schedule where the offeror corporation holds shares carrying more than 50% of the voting rights attributable to the share capital of the offeree company before the take-over offer is made.”.