corporate finance business

1. (a) designated investment business carried on by a firm with or for:
   1. (i) any issuer, holder or owner of designated investments, if that business relates to the offer, issue, underwriting, repurchase, exchange or redemption of, or the variation of the terms of, those investments, or any related matter;
   2. (ii) any67 eligible counterparty 67 or67 professional client 67 , or other body corporate, partnership or supranational organisation, if that business relates to the manner in which, or the terms on which, or the persons by whom, any business, activities or undertakings relating to it, or any associate, are to be financed, structured, managed, controlled, regulated or reported upon;
   3. (iii) any person in connection with:
      1. (A) a proposed or actual takeover or related operation by or on behalf of that person, or involving investments issued by that person (being a body corporate), its holding company, subsidiary or associate; or
      2. (B) a merger, de-merger, reorganisation or reconstruction involving any investments issued by that person (being a body corporate), its holding company, subsidiary or associate;
   4. (iv) any shareholder or prospective shareholder of a body corporate established or to be established for the purpose of effecting a takeover or related operation, where that business is in connection with that takeover or related operation;
   5. (v) any person who, acting as a principal for his own account:
      1. (A) is involved in negotiations or decisions relating to the commercial, financial or strategic intentions or requirements of a business or prospective business; or
      2. (B) (provided he is acting otherwise than solely in his capacity as an investor) assists the interests of another person with or for whom the firm, or another authorised person or overseas person, is undertaking business as specified in (a)(i), (ii), (iii) or (iv), by himself undertaking all or part of any transactions involved in such business;
   6. (vi) any person undertaking business with or for a person as specified in (a)(i), (ii), (iii), (iv) or (v) in respect of activities described in those sub-paragraphs;
2. (b) designated investment business carried on by a firm as a principal for its own account where such business:
   1. (i) is in the course of, or arises out of, activities undertaken in accordance with (a); and
   2. (ii) does not involve transactions with or for, or advice on investments to, any other person who is a67 retail client 67 in respect of such business;
3. (c) designated investment business carried on by a firm as principal for its own account if such business:
   1. (i) is in the course of, or arises out of:
      1. (A) the offer, issue, underwriting, repurchase, exchange or redemption of, or the variation of the terms of, shares, share warrants, debentures or debenture warrants issued by the firm, or any related matter; or
      2. (B) a proposed or actual takeover or related operation by or on behalf of the firm, or involving shares, share warrants, debentures or debenture warrants issued by the firm; or
      3. (C) a merger, de-merger, reorganisation or reconstruction involving any shares, share warrants, debentures or debenture warrants issued by the firm; and
   2. (ii) does not involve advice on investments to any person who is a67 retail client 67 ;

in this definition, "share warrants" and "debenture warrants" mean any warrants which relate to shares in the firm concerned or, as the case may be, debentures issued by the firm.3