The Public Interest Merger Reference (Perpetuus Advanced Materials plc) (Pre-emptive Action) Order 2021

Interpretation

2.  In this Order—

“the Acquiring entities” means—

(a)

any members of the Taurus Group;

(b)

Dr. Zhongfu Zhou, Research Professor and Principal Investigator at the Department of Physics, Aberystwyth University, Aberystwyth, Wales;

(c)

any person associated with Dr. Zhongfu Zhou;

(d)

any bodies corporate controlled by Dr. Zhongfu Zhou or by any person associated with him; and

(e)

any body corporate which is interconnected with a body corporate controlled by Dr. Zhongfu Zhou or by any person associated with him,

and for these purposes a person or group of persons able, directly or indirectly, to control or materially to influence the policy of a body corporate but without having a controlling interest in that body corporate, may be treated as having control of it;

“the Acquiring entities business” means any enterprises carried on by any of the Acquiring entities;

“the Act” means the Enterprise Act 2002;

“key staff” in relation to an enterprise means—

(a)

staff in a position of executive or managerial responsibility or whose performance affects the viability of the enterprise; or

(b)

staff whose work for the enterprise involves creating, developing, understanding, using or applying any of the information referred to in article 5;

“Perpetuus” means Perpetuus Advanced Materials plc, a company incorporated in England and Wales (registered number 08772185);

“the Perpetuus business” means any enterprises carried on by a member of the Perpetuus group;

“the Perpetuus group” means Perpetuus and any other body corporate interconnected with Perpetuus and references to “members of the Perpetuus group” are to be construed accordingly;

“the Taurus group” means Taurus International Ltd, a company incorporated in England and Wales (registered number 12962488) and any other body corporate interconnected with Taurus International Ltd and references to “members of the Taurus group” are to be construed accordingly;

“working day” means any day which is not—

(a)

a Saturday, a Sunday, Good Friday or Christmas Day; or

(b)

a day which is a bank holiday in England and Wales.

(2) For the purposes of this Order, one person (A) is an “affiliate” of another person (B), if—

(a) any enterprise that A carries on from time to time and any enterprise that B carries on from time to time would be regarded as being under common control for the purposes of section 26 of the Act (enterprises ceasing to be distinct enterprises); or

(b) A and B are interconnected bodies corporate(1).

(1)

“Interconnected bodies corporate” are defined in section 129(2) of the Enterprise Act 2002.