Except with the consent of the Panel:

(a) offers made under Paragraph 9 must be conditional only upon the Bidder having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the Bidder and any person acting in concert with it holding shares carrying more than 50% of the voting rights; and
(b) no acquisition of any interest in shares which would give rise to a requirement for an offer under this Paragraph may be made if the making or implementation of such offer would or might be dependent on the passing of a resolution at any meeting of shareholders of the Bidder or upon any other conditions, consents or arrangements.