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SCHEDULES

SCHEDULE 2U.K. Provisions relating to carrying out of approved scheme of reorganisation

Part IIE+W+S Other provisions

Transfers relevant to flotationE+W+S

47(1)Where an approved scheme provides for rights and liabilities of a lessee under a qualifying agreement to be transferred to a company on a day earlier than the vesting day under the scheme, the provision shall have effect by virtue of this paragraph if, immediately before the day of the transfer, the company is a qualifying transferee.E+W+S

(2)In sub-paragraph (1) above, β€œqualifying agreement” means an agreement under which moveable property is leased to the board to which the scheme relates or to a subsidiary of that board.

(3)For the purposes of sub-paragraph (1) above, a company is a qualifying transferee if it isβ€”

(a)a company in relation to which the scheme provides for the taking of steps with a view to securing its quotation on the Stock Exchange,

(b)a subsidiary of a company falling within paragraph (a) above, or

(c)a company which, if the scheme is carried out, will become a subsidiary of a company falling within paragraph (a) above before that company is quoted on the Stock Exchange.