Clause 273

made in connection with a take-over offer which is in compliance with the Take-over Code;

made —

in the case of an offer or invitation in respect of shares or debentures, in relation to shares or debentures; or

in the case of an offer or invitation in respect of units of shares or debentures, in relation to units of shares or debentures,that have been previously issued and that are quoted or listed for quotation on a securities exchange; or

made, whether or not in relation to shares or debentures, or units of shares or debentures, that have been previously issued, by a corporation to employees of the corporation or its related corporation, where the shares or debentures or units of shares or debentures are to be held by or for the benefit of the employees in accordance with an employee share investment offer or scheme (including a share option offer or scheme) for the time being in force, if —

the employees are not induced to purchase the shares or debentures, or units of shares or debentures, by an expectation of employment or continued employment; and

no selling or promotional expenses are paid or incurred in connection with the offer or scheme, other than those incurred for administrative or professional services or incurred by way of commission or fee for services rendered by the holder of a capital markets services licence to deal in securities or an exempt person in respect of dealing in securities.

the cost of providing a prospectus for an offer or invitation in respect of shares, debentures or units of shares or debentures outweighs the resulting protection to investors; or

it would not be prejudicial to the public interest if a prospectus were dispensed with for an offer or invitation in respect of shares, debentures or units of shares or debentures,Subdivisions (2) and (3) of this Division shall not apply to a person making such an offer or invitation to the public for a period of 6 months from the date of the order.