A Non-Cash Voluntary Offer is an offer to acquire, or solicitation to procure the acquisition of Shares of one or more classes or Shares of an Offeree Listed Company other than Shares owned by the Offeror, its Subsidiary or those Acting in Concert with it on the date of offer submission in exchange of Shares issued by the Offeror company or for a combination of cash and Shares issued by the Offeror company.