12 DEC. 90
16:58
LINKLATERS & PAINES 852 8107021
LINKLATERS & PAINES 8 P. Ô
NOTES
9
1.
2.
Exemption dependent upon atriot compliance
A share repurchase made in accordance with Rule 2 shall be exempt from the general offer requirements of the Code only if it is made in compliance with applicable listing rules, approval conditions, share tems and conditions, statutory or code requirements, as the case may be.
off-market share repurchases
Off-market share repurchases must be approved by the Chairman before a repurchasing company acquires any shares pursuant to such share repurchase. Such approval will generally be conditional upon the following:
(a)
(b)
(c)
approval of the proposed off-market share repurchase by at least two-thirds of the votes cast by disinterested shareholders in attendance in person or by proxy at a special meeting of shareholders duly convened and held to consider the proposed transaction;
such special
the notice of meeting convening meeting being accompanied by a circular containing, in addition to the information to be disclosed in an offer document by virtue of Rule 6, the following:
(1) the identity of the proposed offeree(s) and a description its (their) business activities;
of
(ii) a description of the terms and conditions of the agreements between the company and the proposed offeree(s); and
the
(iii) if considered appropriate by the Chairman, recommendation of an independent committee of the company's board of directors as to whether shareholders should approve or disapprova the off-market share repurchase proposal;
a certified Copy of the special resolution contemplated
by (a) being filed with the
Chairman; and