3A

The circumstances specified in this paragraph are where—

a

the allotment or allocation of the shares was connected with the allotment or allocation of—

i

shares in the company of a different class, or

ii

rights to shares in the company of a different class, or

iii

shares or rights to shares in another company, or

iv

securities or rights to securities of the company or of another company,

to that individual or to any other person; and

b

the terms on which the shares were offered were significantly more favourable to the qualifying individual than they would have been if their allotment or allocation had not been connected as described in sub-paragraph (a).