Regulation 8

for paragraph (3), substitute—

“(3)

An offer is not to be regarded as an offer to the public if—

(a)

it is an offer made solely to qualified investors; and

(b)

it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in securities issued by the protected cell company becoming available to persons who are not qualified investors.

(3A)

In this regulation, “qualified investor” has the meaning given in regulation 10.”;

omit paragraphs (4) and (5).