1129.12.5. Section 1129.12.2 does not apply in respect of a reference share or replaced share referred to therein where, under the conditions pertaining to its issue, the consideration which its holder is entitled to receive at the time of redemption, repayment or replacement, as the case may be, consists only in shares identical, as to the number and the terms and conditions, rights or other characteristics attached thereto, to those the holder would be entitled to obtain in exercising the conversion right conferred on the holder by the reference share or replaced share, as the case may be.