(1) This paragraph applies where -

(a) a cross-border merger by acquisition is carried out either by a company which holds all the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, or by a person who holds directly or indirectly all the shares and other securities in the acquiring company and in the company or companies being acquired, and

(b) the acquiring company does not allot any shares or other securities under the merger.

(2) Where paragraph (1) applies -

(a) Regulations 28(2)(c) and (m), 30 and 46(1)(b) shall not apply in relation to the cross-border merger, and

(b) Regulations 29 and 35 shall not apply to the company or companies being acquired.