(1) Where, in connection with the transfer to any persons of all or any of the shares in a company being a transfer resulting from -
(a) an offer made to the general body of shareholders; or
(b) an offer made by or on behalf of some other body corporate, with a view to the company becoming its subsidiary or a subsidiary of its holding company; or
(c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or
(d) any other offer which is conditional on acceptance to a given extent;
a payment is to be made to a director of the company by way of compensation for loss of office, or as a consideration for or in connection with his retirement from office, it shall be the duty of that director to take all reasonable steps to secure that particulars of the proposed payment (including the amount thereof) shall be included in or sent with an