No, shareholders with liquidation preferences will not be automatically excluded from the scheme. A “connected person”, as referred to in clause 2 of the director’s certificate, shall not be deemed to include any shareholder who would become such a connected person solely because of their holding a liquidation preference that would potentially entitle them to a majority of the assets on a winding up. For these purposes, the definition of “control” as used in the definition of “connected person” in section 1122 CTA shall be deemed to exclude section 450(3) (c) and (d) of the CTA from its meaning.