Regulation 5

either of the following is satisfied:

at the time of the offer, all or any of the shares in the offeror entity are listed for quotation on an approved exchange or a recognised securities exchange, and traded on the exchange, and for a continuous period of at least 5 years immediately before that time, all or any of those shares were so listed and traded;

for a continuous period of at least 5 years immediately before the time of the offer, debentures issued by the offeror entity, or by entities wholly owned by the offeror entity which are unconditionally and irrevocably guaranteed by the offeror entity, and whether or not part of the same issue, were listed for quotation on an approved exchange;

either of the following is satisfied: (i)the market capitalisation of the offeror entity is not less than $1 billion (or its equivalent in a foreign currency) for each of the 180 market days prior to the offer; (ii)the offeror entity satisfies both of the following:

its net assets, as determined from the published audited annual consolidated financial statements for its most recent completed financial year, are not less than $500 million (or its equivalent in a foreign currency); (B)its average net assets, as determined from the published audited annual consolidated financial statements for its 3 most recent completed financial years, are not less than $500 million (or its equivalent in a foreign currency); and

any of the following is satisfied:

for its 3 most recent completed financial years, the offeror entity —

has not had, on average, a net loss; and (B)has, on average, a positive net cash inflow from its operating activities,as determined from its published audited annual consolidated financial statements;

either the offeror entity has been, or the post‑seasoning debentures have been, awarded a credit rating (whether final or provisional) of not less than any of the following:

BBB by Fitch Ratings;

Baa2 by Moody’s Investors Service; (C)BBB by Standard & Poor’s Ratings Services,and such rating remains current at the time of the offer;

debentures issued in the period of 5 years immediately before the time of the offer by the offeror entity, or by entities wholly owned by the offeror entity which are unconditionally and irrevocably guaranteed by the offeror entity, satisfy both of the following: (A)the total value of all of those debentures that are or were listed for quotation on an approved exchange, as at the date they were issued, was not less than $500 million (or its equivalent in a foreign currency); (B)there has not been a default in the repayment of moneys under any of those debentures.

all of the requirements in paragraph (1)(a), (b) and (c) are satisfied; or

all of the requirements in paragraph (1)(a), (b) and (c), modified by replacing each reference to the offeror entity with a reference to the guarantor entity, are satisfied.