(1) Any shareholder of any of the merging companies who has suffered loss or damage by reason of misconduct in the preparation or implementation of the merger by a director of any such company or by the independent person who has made a report under Regulation 8 shall be entitled to have such loss or damage made good to him by -
(a) in the case of misconduct by a person who was a director of that company at the date of the draft terms of merger - that person,
(b) in the case of misconduct by any independent person who prepared a report under Regulation 8 in respect of any of the merging companies - that person.
(2) Without prejudice to the generality of paragraph (1), any shareholder of any of the merging companies who has suffered loss or damage arising from the inclusion of any untrue statement in the draft terms of merger, the explanatory report, the independent person's report or the accounting statement provided for under Regulation 9 shall, subject to paragraphs (3) and (4),