IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (ChD)

No. [This number will be assigned by the Court] of [insert year]

In the matter of[insert name of offeree company]

and

IN THE MATTER OF THE COMPANIES ACT 2006

scheme of arrangement

(under sections 895 to 899 of the Companies Act 2006)

between

[insert name of offeree company]

and

THE HOLDERS OF SCHEME SHARES

(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

[Offeror] or the Offeror

1. •

   [insert full name of offeror], a [public OR private] limited company[ and a wholly owned subsidiary of Offeror Parent], incorporated in [England and Wales] with registered number [insert number][ for the sole purpose of implementing the Offer];

[Offeror] Group

1. •

   [Offeror] and its subsidiary undertakings;

[[Offeror Parent]

1. •

   [insert full name of offeror’s parent company], a [private OR public] company, incorporated in [insert jurisdiction] with registered number [insert number] and the immediate parent company of [Offeror];]

Announcement

1. •

   the