The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 No. 1529

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SCHEDULE 4 U.K. TAKEOVERS OF RELEVANT UNLISTED COMPANIES

PART I U.K. Requirements Relating to the Offer

1.  The terms of the offer must be recommended by all the directors of the company other than any director who is— U.K.

(a) the person by whom, or on whose behalf, an offer is made (“offeror”); or

(b) a director of the offeror.