467. Listed companies which are not close companies.

A company1 is not treated as being at any time a close company2 if:

  1.  

    (1)     shares3 in the company carrying at least 35 per cent of the voting power4 in the company and not being shares entitled to a fixed rate of dividend, whether with or without a further right to participate in profits, have been allotted unconditionally to, or acquired unconditionally by, and are at that time beneficially held by, the public5; and

  2.  

    (2)     any such shares have within the preceding 12 months been the subject of dealings on a recognised stock exchange and have within that period