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35.5 OFFER FOR 30% OR MORE REQUIRES 50% APPROVAL

Any offer which could result in the Bidder and persons acting in concert with it being interested in shares carrying 30% or more of the voting rights of a company must be conditional, not only on the specified number of acceptances being received, but also on approval of the offer, normally signified by means of a separate box on the form of acceptance, being given in respect of over 50% of the voting rights held by shareholders who are independent of the Bidder and persons acting in concert with it. This requirement may on occasion be waived if over 50% of the voting rights of the Target are held by one shareholder.