The Merger Reference (Coats Viyella plc and Tootal Group plc) Order 1989

2.—(1) It shall be unlawful for Coats, any subsidiary of Coats or any associate–

(a) directly or through any nominee or trustee to acquire any shares or interest in shares of Tootal or any subsidiary of Tootal in addition to those held immediately before this Order comes into force, or

(b) to exercise, directly or indirectly, at any general meeting of, or of any class of the members of, Tootal or any of its subsidiaries, any voting rights conferred by the holding of shares or attaching to any interest in shares if the aggregate of the voting rights exercised by or on behalf of Coats, its subsidiaries and any associate would amount to 15 per cent or more of the total of the voting rights exercisable on the resolution in question, or

(c) to enter into any agreement or arrangement with any other person with a view to or for the purpose of acting together to secure or exercise control of Tootal or any of its subsidiaries or of any of the enterprises thereof;

and for the purpose of determining, in the application of subparagraph (b) above, whether a voting right is exercisable, account shall be taken of the application of that subparagraph.

(2) Subparagraph (a) of paragraph (1) of this Article shall not apply to anything done in pursuance of an agreement to acquire shares or interests in shares made before 9.00am on 27th June 1989 and legally enforceable against Coats, its subsidiaries or any associate.