The reference in section 974(2) to shares already held by the offeror does not include a reference to shares that are the subject of a contract—
intended to secure that the holder of the shares will accept the offer when it is made, and
entered into—
by deed and for no consideration,
for consideration of negligible value, or
for consideration consisting of a promise by the offeror to make the offer.
In relation to Scotland, this section applies as if the words "by deed and" in subsection (2)(b)(i) were omitted.