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SCHEDULES

SCHEDULE 11 U.K. Offers of Securities

The general rule U.K.

1 (1) A person offers securities to the public in the United Kingdom if—

(a) to the extent that the offer is made to persons in the United Kingdom, it is made to the public; and

(b) the offer is not an exempt offer.

(2) For this purpose, an offer which is made to any section of the public, whether selected—

(a) as members or debenture holders of a body corporate,

(b) as clients of the person making the offer, or

(c) in any other manner,

is to be regarded as made to the public.