Council Directive 89/298/EEC Article 2: This Directive shall not apply:

Article 2 - This Directive shall not apply:

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Article 2

This Directive shall not apply:

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1.to the following types of offer:

((a))

where transferable securities are offered to persons in the context of their trades, professions or occupations, and/or

((b))

where transferable securities are offered to a restricted circle of persons, and/or

((c))

where the selling price of all the transferable securities offered does not exceed ECU 40 000, and/or

((d))

where the transferable securities offered can be acquired only for a consideration of at least ECU 40 000 per investor

2.to transferable securities of the following types:

((a))

to transferable securities offered in individual denominations of at least ECU 40 000

((b))

to units issued by collective investment undertakings other than of the closed-end type;

((c))

to transferable securities issued by a State or by one of a State's regional or local authorities or by public international bodies of which one or more Member States are members;

((d))

to transferable securities offered in connection with a take-over bid;

((e))

to transferable securities offered in connection with a merger;

((f))

to shares allotted free of charge to the holders of shares;

((g))

to shares or transferable securities equivalent to shares offered in exchange for shares in the same company if the offer of such new securities does not involve any overall increase in the company's issued shares capital;

((h))

to transferable securities offered by their employer or by an affiliated undertaking to or for the benefit of serving or former employees;

((i))

to transferable securities resulting from the conversion of convertible debt securities or from the exercise of the rights conferred by warrants or to shares offered in exchange for exchangeable debt securities, provided that a public offer prospectus or listing particulars relating to those convertible or exchangeable debt securities or those warrants were published in the same Member State;

((j))

to transferable securities issued, with a view to their obtaining the means necessary to achieve their disinterested objectives, by associations with legal status or non-profit-making bodies, recognized by the State;

((k))

to shares or transferable securities equivalent to shares, ownership of which entitles the holder to avail himself of the services rendered by bodies such as ́building societies', ́Crédits populaires', ́Genossenschaftsbanken', or ́Industrial and Provident Societies', or to become a member of such a body;

((l))

to Euro-securities which are not the subject of a generalized campaign of advertising or canvassing.