|
|
| Companies Act 1989 |
| 1989 c. 40 - continued
|
|
| back to
previous page |
Companies Act Index
|
SCHEDULE 3 |
| Section 6(2). |
|
| |
[Schedule 5 to the Companies Act 1985] Disclosure
of Information: Related Undertakings |
| |
Part I |
| |
Companies not Required to Prepare Group Accounts |
| |
Subsidiary undertakings
|
|
1.(1) The
following information shall be given where at the end of the financial
year the company has subsidiary undertakings.
(2) The name of each subsidiary undertaking
shall be stated.
(3) There shall be stated with respect
to each subsidiary undertaking
(a) if it is incorporated outside Great Britain, the
country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(4) The reason why the company is not
required to prepare group accounts shall be stated.
(5) If the reason is that all the
subsidiary undertakings of the company fall within the exclusions
provided for in section 229, it shall be stated with respect to
each subsidiary undertaking which of those exclusions applies. |
| |
Holdings in subsidiary undertakings
|
|
2.(1) There
shall be stated in relation to shares of each class held by the company
in a subsidiary undertaking
(a) the identity of the class, and
(b) the proportion of the nominal value of the shares
of that class represented by those shares.
(2) The shares held by or on behalf of
the company itself shall be distinguished from those attributed to
the company which are held by or on behalf of a subsidiary undertaking. |
| |
Financial information about subsidiary undertakings
|
|
3.(1) There
shall be disclosed with respect to each subsidiary undertaking
(a) the aggregate amount of its capital and reserves
as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given
if the company is exempt by virtue of section 228 from the requirement
to prepare group accounts (parent company included in accounts of
larger group).
(3) That information need not be given
if
(a) the subsidiary undertaking is not required by any
provision of this Act to deliver a copy of its balance sheet for
its relevant financial year and does not otherwise publish that
balance sheet in Great Britain or elsewhere, and
(b) the company's holding is less than 50 per cent. of
the nominal value of the shares in the undertaking.
(4) Information otherwise required by
this paragraph need not be given if it is not material.
(5) For the purposes of this paragraph
the "relevant financial year" of a subsidiary undertaking
is
(a) if its financial year ends with that of the company,
that year, and
(b) if not, its financial year ending last before the
end of the company's financial year. |
| |
Financial years of subsidiary undertakings
|
|
4. Where
the financial year of one or more subsidiary undertakings did not
end with that of the company, there shall be stated in relation to
each such undertaking
(a) the reasons why the company's directors consider
that its financial year should not end with that of the company,
and
(b) the date on which its last financial year ended (last
before the end of the company's financial year).
Instead of the dates required by paragraph (b) being given for each
subsidiary undertaking the earliest and latest of those dates may
be given. |
| |
Further information about subsidiary undertakings
|
|
5.(1) There
shall be disclosed
(a) any qualifications contained in the auditors' reports
on the accounts of subsidiary undertakings for financial years ending
with or during the financial year of the company, and
(b) any note or saving contained in such accounts to
call attention to a matter which, apart from the note or saving,
would properly have been referred to in such a qualification,
in so far as the matter which is the subject of the qualification
or note is not covered by the company's own accounts and is material
from the point of view of its members.
(2) The aggregate amount of the total
investment of the company in the shares of subsidiary undertakings
shall be stated by way of the equity method of valuation, unless
(a) the company is exempt from the requirement to prepare
group accounts by virtue of section 228 (parent company included
in accounts of larger group), and
(b) the directors state their opinion that the aggregate
value of the assets of the company consisting of shares in, or amounts
owing (whether on account of a loan or otherwise) from, the company's
subsidiary undertakings is not less than the aggregate of the amounts
at which those assets are stated or included in the company's balance
sheet.
(3) In so far as information required
by this paragraph is not obtainable, a statement to that effect shall
be given instead. |
| |
Shares and debentures of company held by subsidiary undertakings
|
|
6.(1) The
number, description and amount of the shares in and debentures of
the company held by or on behalf of its subsidiary undertakings shall
be disclosed.
(2) Sub-paragraph (1) does not apply
in relation to shares or debentures in the case of which the subsidiary
undertaking is concerned as personal representative or, subject
as follows, as trustee.
(3) The exception for shares or debentures
in relation to which the subsidiary undertaking is concerned as
trustee does not apply if the company, or any subsidiary undertaking
of the company, is beneficially interested under the trust, otherwise
than by way of security only for the purposes of a transaction entered
into by it in the ordinary course of a business which includes the
lending of money.
(4) Schedule 2 to this Act has effect
for the interpretation of the reference in sub-paragraph (3) to
a beneficial interest under a trust. |
| |
Significant holdings in undertakings other than subsidiary undertakings
|
|
7.(1) The
information required by paragraphs 8 and 9 shall be given where at
the end of the financial year the company has a significant holding
in an undertaking which is not a subsidiary undertaking of the company.
(2) A holding is significant for this
purpose if
(a) it amounts to 10 per cent. or more of the nominal
value of any class of shares in the undertaking, or
(b) the amount of the holding (as stated or included
in the company's accounts) exceeds one-tenth of the amount (as so
stated) of the company's assets. |
|
8.(1) The
name of the undertaking shall be stated.
(2) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(3) There shall also be stated
(a) the identity of each class of shares in the undertaking
held by the company, and
(b) the proportion of the nominal value of the shares
of that class represented by those shares. |
|
9.(1) Where
the company has a significant holding in an undertaking amounting
to 20 per cent. or more of the nominal value of the shares in the
undertaking, there shall also be stated
(a) the aggregate amount of the capital and reserves
of the undertaking as at the end of its relevant financial year,
and
(b) its profit or loss for that year.
(2) That information need not be given
if
(a) the company is exempt by virtue of section 228 from
the requirement to prepare group accounts (parent company included
in accounts of larger group), and
(b) the investment of the company in all undertakings
in which it has such a holding as is mentioned in sub-paragraph
(1) is shown, in aggregate, in the notes to the accounts by way
of the equity method of valuation.
(3) That information need not be given
in respect of an undertaking if
(a) the undertaking is not required by any provision
of this Act to deliver a copy of its balance sheet for its relevant
financial year and does not otherwise publish that balance sheet
in Great Britain or elsewhere, and
(b) the company's holding is less than 50 per cent. of
the nominal value of the shares in the undertaking.
(4) Information otherwise required by
this paragraph need not be given if it is not material.
(5) For the purposes of this paragraph
the "relevant financial year" of an undertaking is
(a) if its financial year ends with that of the company,
that year, and
(b) if not, its financial year ending last before the
end of the company's financial year. |
| |
Arrangements attracting merger relief
|
|
10.(1) This
paragraph applies to arrangements attracting merger relief, that is,
where a company allots shares in consideration for the issue, transfer
or cancellation of shares in another body corporate ("the other
company") in circumstances such that section 130 of this Act
(share premium account) does not, by virtue of section 131(2) (merger
relief), apply to the premiums on the shares.
(2) If the company makes such an arrangement
during the financial year, the following information shall be given
(a) the name of the other company,
(b) the number, nominal value and class of shares allotted,
(c) the number, nominal value and class of shares in
the other company issued, transferred or cancelled, and
(d) particulars of the accounting treatment adopted in
the company's accounts in respect of the issue, transfer or cancellation.
(3) Where the company made such an arrangement
during the financial year, or during either of the two preceding financial
years, and there is included in the company's profit and loss account
(a) any profit or loss realised during the financial
year by the company on the disposal of
(i) any shares in the other company, or
(ii) any assets which were fixed assets of the other
company or any of its subsidiary undertakings at the time of the
arrangement, or
(b) any part of any profit or loss realised during the
financial year by the company on the disposal of any shares (other
than shares in the other company) which was attributable to the
fact that there were at the time of the disposal amongst the assets
of the company which issued the shares, or any of its subsidiary
undertakings, such shares or assets as are described in paragraph
(a) above,
then, the net amount of that profit or loss or, as the case may be,
the part so attributable shall be shown, together with an explanation
of the transactions to which the information relates.
(4) For the purposes of this paragraph
the time of the arrangement shall be taken to be
(a) where as a result of the arrangement the other company
becomes a subsidiary undertaking of the company, the date on which
it does so or, if the arrangement in question becomes binding only
on the fulfilment of a condition, the date on which that condition
is fulfilled;
(b) if the other company is already a subsidiary undertaking
of the company, the date on which the shares are allotted or, if
they are allotted on different days, the first day. |
| |
Parent undertaking drawing up accounts for larger group
|
|
11.(1) Where
the company is a subsidiary undertaking, the following information
shall be given with respect to the parent undertaking of
(a) the largest group of undertakings for which group
accounts are drawn up and of which the company is a member, and
(b) the smallest such group of undertakings.
(2) The name of the parent undertaking
shall be stated.
(3) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(4) If copies of the group accounts referred
to in sub-paragraph (1) are available to the public, there shall also
be stated the addresses from which copies of the accounts can be obtained. |
| |
Identification of ultimate parent company
|
|
12.(1) Where
the company is a subsidiary undertaking, the following information
shall be given with respect to the company (if any) regarded by the
directors as being the company's ultimate parent company.
(2) The name of that company shall
be stated.
(3) If known to the directors, there
shall be stated
(a) if that company is incorporated outside Great Britain,
the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland.
(4) In this paragraph "company"
includes any body corporate. |
| |
Constructions of references to shares held by company
|
|
13.(1) References
in this Part of this Schedule to shares held by a company shall be
construed as follows.
(2) For the purposes of paragraphs
2 to 5 (information about subsidiary undertakings)
(a) there shall be attributed to the company any shares
held by a subsidiary undertaking, or by a person acting on behalf
of the company or a subsidiary undertaking; but
(b) there shall be treated as not held by the company
any shares held on behalf of a person other than the company or
a subsidiary undertaking.
(3) For the purposes of paragraphs 7
to 9 (information about undertakings other than subsidiary undertakings)
(a) there shall be attributed to the company shares held
on its behalf by any person; but
(b) there shall be treated as not held by a company shares
held on behalf of a person other than the company.
(4) For the purposes of any of those
provisions, shares held by way of security shall be treated as held
by the person providing the security
(a) where apart from the right to exercise them for the
purpose of preserving the value of the security, or of realising
it, the rights attached to the shares are exercisable only in accordance
with his instructions, and
(b) where the shares are held in connection with the
granting of loans as part of normal business activities and apart
from the right to exercise them for the purpose of preserving the
value of the security, or of realising it, the rights attached to
the shares are exercisable only in his interests. |
| |
Part II |
| |
Companies Required to Prepare Group Accounts |
| |
Introductory
|
|
14. In
this Part of this Schedule "the group" means the group consisting
of the parent company and its subsidiary undertakings. |
| |
Subsidiary undertakings
|
|
15.(1) The
following information shall be given with respect to the undertakings
which are subsidiary undertakings of the parent company at the end
of the financial year.
(2) The name of each undertaking shall
be stated.
(3) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(4) It shall also be stated whether the
subsidiary undertaking is included in the consolidation and, if it
is not, the reasons for excluding it from consolidation shall be given.
(5) It shall be stated with respect
to each subsidiary undertaking by virtue of which of the conditions
specified in section 258(2) or (4) it is a subsidiary undertaking
of its immediate parent undertaking.
That information need not be given if the relevant condition is
that specified in subsection (2)(a) of that section (holding of
a majority of the voting rights) and the immediate parent undertaking
holds the same proportion of the shares in the undertaking as it
holds voting rights. |
| |
Holdings in subsidiary undertakings
|
|
16.(1) The
following information shall be given with respect to the shares of
a subsidiary undertaking held
(a) by the parent company, and
and the information under paragraphs (a) and (b) shall (if different)
be shown separately.
(2) There shall be stated
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares
of that class represented by those shares. |
| |
Financial information about subsidiary undertakings not included
in the consolidation
|
|
17.(1) There
shall be shown with respect to each subsidiary undertaking not included
in the consolidation
(a) the aggregate amount of its capital and reserves
as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given
if the group's investment in the undertaking is included in the accounts
by way of the equity method of valuation or if
(a) the undertaking is not required by any provision
of this Act to deliver a copy of its balance sheet for its relevant
financial year and does not otherwise publish that balance sheet
in Great Britain or elsewhere, and
(b) the holding of the group is less than 50 per cent.
of the nominal value of the shares in the undertaking.
(3) Information otherwise required by
this paragraph need not be given if it is not material.
(4) For the purposes of this paragraph
the "relevant financial year" of a subsidiary undertaking
is
(a) if its financial year ends with that of the company,
that year, and
(b) if not, its financial year ending last before the
end of the company's financial year. |
| |
Further information about subsidiary undertakings excluded from
consolidation
|
|
18.(1) The
following information shall be given with respect to subsidiary undertakings
excluded from consolidation.
(2) There shall be disclosed
(a) any qualifications contained in the auditors' reports
on the accounts of the undertaking for financial years ending with
or during the financial year of the company, and
(b) any note or saving contained in such accounts to
call attention to a matter which, apart from the note or saving,
would properly have been referred to in such a qualification,
in so far as the matter which is the subject of the qualification
or note is not covered by the consolidated accounts and is material
from the point of view of the members of the parent company.
(3) In so far as information required
by this paragraph is not obtainable, a statement to that effect
shall be given instead. |
| |
Financial years of subsidiary undertakings
|
|
19. Where
the financial year of one or more subsidiary undertakings did not
end with that of the company, there shall be stated in relation to
each such undertaking
(a) the reasons why the company's directors consider
that its financial year should not end with that of the company,
and
(b) the date on which its last financial year ended (last
before the end of the company's financial year).
Instead of the dates required by paragraph (b) being given for each
subsidiary undertaking the earliest and latest of those dates may
be given. |
| |
Shares and debentures of company held by subsidiary undertakings
|
|
20.(1) The
number, description and amount of the shares in and debentures of
the company held by or on behalf of its subsidiary undertakings shall
be disclosed.
(2) Sub-paragraph (1) does not apply
in relation to shares or debentures in the case of which the subsidiary
undertaking is concerned as personal representative or, subject
as follows, as trustee.
(3) The exception for shares or debentures
in relation to which the subsidiary undertaking is concerned as
trustee does not apply if the company or any of its subsidiary undertakings
is beneficially interested under the trust, otherwise than by way
of security only for the purposes of a transaction entered into
by it in the ordinary course of a business which includes the lending
of money.
(4) Schedule 2 to this Act has effect
for the interpretation of the reference in sub-paragraph (3) to
a beneficial interest under a trust. |
| |
Joint ventures
|
|
21.(1) The
following information shall be given where an undertaking is dealt
with in the consolidated accounts by the method of proportional consolidation
in accordance with paragraph 19 of Schedule 4A (joint ventures)
(a) the name of the undertaking;
(b) the address of the principal place of business of
the undertaking;
(c) the factors on which joint management of the undertaking
is based; and
(d) the proportion of the capital of the undertaking
held by undertakings included in the consolidation.
(2) Where the financial year of the undertaking
did not end with that of the company, there shall be stated the date
on which a financial year of the undertaking last ended before that
date. |
| |
Associated undertakings
|
|
22.(1) The
following information shall be given where an undertaking included
in the consolidation has an interest in an associated undertaking.
(2) The name of the associated undertaking
shall be stated.
(3) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(4) The following information shall be
given with respect to the shares of the undertaking held
(a) by the parent company, and
and the information under paragraphs (a) and (b) shall be shown separately.
(5) There shall be stated
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares
of that class represented by those shares.
(6) In this paragraph "associated
undertaking" has the meaning given by paragraph 20 of Schedule
4A; and the information required by this paragraph shall be given
notwithstanding that paragraph 22(3) of that Schedule (materiality)
applies in relation to the accounts themselves. |
| |
Other significant holdings of parent company or group
|
|
23.(1) The
information required by paragraphs 24 and 25 shall be given where
at the end of the financial year the parent company has a significant
holding in an undertaking which is not one of its subsidiary undertakings
and does not fall within paragraph 21 (joint ventures) or paragraph
22 (associated undertakings).
(2) A holding is significant for this
purpose if
(a) it amounts to 10 per cent. or more of the nominal
value of any class of shares in the undertaking, or
(b) the amount of the holding (as stated or included
in the company's individual accounts) exceeds one-tenth of the amount
of its assets (as so stated). |
|
24.(1) The
name of the undertaking shall be stated.
(2) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(3) The following information shall be
given with respect to the shares of the undertaking held by the parent
company.
(4) There shall be stated
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares
of that class represented by those shares. |
|
25.(1) Where
the company has a significant holding in an undertaking amounting
to 20 per cent. or more of the nominal value of the shares in the
undertaking, there shall also be stated
(a) the aggregate amount of the capital and reserves
of the undertaking as at the end of its relevant financial year,
and
(b) its profit or loss for that year.
(2) That information need not be given
in respect of an undertaking if
(a) the undertaking is not required by any provision
of this Act to deliver a copy of its balance sheet for its relevant
financial year and does not otherwise publish that balance sheet
in Great Britain or elsewhere, and
(b) the company's holding is less than 50 per cent. of
the nominal value of the shares in the undertaking.
(3) Information otherwise required by
this paragraph need not be given if it is not material.
(4) For the purposes of this paragraph
the "relevant financial year" of an undertaking is
(a) if its financial year ends with that of the company,
that year, and
(b) if not, its financial year ending last before the
end of the company's financial year. |
|
26.(1) The
information required by paragraphs 27 and 28 shall be given where
at the end of the financial year the group has a significant holding
in an undertaking which is not a subsidiary undertaking of the parent
company and does not fall within paragraph 21 (joint ventures) or
paragraph 22 (associated undertakings).
(2) A holding is significant for this
purpose if
(a) it amounts to 10 per cent. or more of the nominal
value of any class of shares in the undertaking, or
(b) the amount of the holding (as stated or included
in the group accounts) exceeds one-tenth of the amount of the group's
assets (as so stated). |
|
27.(1) The
name of the undertaking shall be stated.
(2) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(3) The following information shall be
given with respect to the shares of the undertaking held by the group.
(4) There shall be stated
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares
of that class represented by those shares. |
|
28.(1) Where
the holding of the group amounts to 20 per cent. or more of the nominal
value of the shares in the undertaking, there shall also be stated
(a) the aggregate amount of the capital and reserves
of the undertaking as at the end of its relevant financial year,
and
(b) its profit or loss for that year.
(2) That information need not be given
if
(a) the undertaking is not required by any provision
of this Act to deliver a copy of its balance sheet for its relevant
financial year and does not otherwise publish that balance sheet
in Great Britain or elsewhere, and
(b) the holding of the group is less than 50 per cent.
of the nominal value of the shares in the undertaking.
(3) Information otherwise required by
this paragraph need not be given if it is not material.
(4) For the purposes of this paragraph
the "relevant financial year" of an outside undertaking
is
(a) if its financial year ends with that of the parent
company, that year, and
(b) if not, its financial year ending last before the
end of the parent company's financial year. |
| |
Arrangements attracting merger relief
|
|
29.(1) This
paragraph applies to arrangements attracting merger relief, that is,
where a company allots shares in consideration for the issue, transfer
or cancellation of shares in another body corporate ("the other
company") in circumstances such that section 130 of this Act
(share premium account) does not, by virtue of section 131(2) (merger
relief), apply to the premiums on the shares.
(2) If the parent company made such
an arrangement during the financial year, the following information
shall be given
(a) the name of the other company,
(b) the number, nominal value and class of shares allotted,
(c) the number, nominal value and class of shares in
the other company issued, transferred or cancelled, and
(d) particulars of the accounting treatment adopted in
the parent company's individual and group accounts in respect of
the issue, transfer or cancellation, and
(e) particulars of the extent to which and manner in
which the profit or loss for the financial year shown in the group
accounts is affected by any profit or loss of the other company,
or any of its subsidiary undertakings, which arose before the time
of the arrangement.
(3) Where the parent company made such
an arrangement during the financial year, or during either of the
two preceding financial years, and there is included in the consolidated
profit and loss account
(a) any profit or loss realised during the financial
year on the disposal of
(i) any shares in the other company, or
(ii) any assets which were fixed assets of the other
company or any of its subsidiary undertakings at the time of the
arrangement, or
(b) any part of any profit or loss realised during the
financial year on the disposal of any shares (other than shares
in the other company) which was attributable to the fact that there
were at the time of the disposal amongst the assets of the company
which issued the shares, or any of its subsidiary undertakings,
such shares or assets as are described in paragraph (a) above,
then, the net amount of that profit or loss or, as the case may be,
the part so attributable shall be shown, together with an explanation
of the transactions to which the information relates.
(4) For the purposes of this paragraph
the time of the arrangement shall be taken to be
(a) where as a result of the arrangement the other company
becomes a subsidiary undertaking of the company in question, the
date on which it does so or, if the arrangement in question becomes
binding only on the fulfilment of a condition, the date on which
that condition is fulfilled;
(b) if the other company is already a subsidiary undertaking
of that company, the date on which the shares are allotted or, if
they are allotted on different days, the first day. |
| |
Parent undertaking drawing up accounts for larger group
|
|
30.(1) Where
the parent company is itself a subsidiary undertaking, the following
information shall be given with respect to that parent undertaking
of the company which heads
(a) the largest group of undertakings for which group
accounts are drawn up and of which that company is a member, and
(b) the smallest such group of undertakings.
(2) The name of the parent undertaking
shall be stated.
(3) There shall be stated
(a) if the undertaking is incorporated outside Great
Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal
place of business.
(4) If copies of the group accounts referred
to in sub-paragraph (1) are available to the public, there shall also
be stated the addresses from which copies of the accounts can be obtained. |
| |
Identification of ultimate parent company
|
|
31.(1) Where
the parent company is itself a subsidiary undertaking, the following
information shall be given with respect to the company (if any) regarded
by the directors as being that company's ultimate parent company.
(2) The name of that company shall
be stated.
(3) If known to the directors, there
shall be stated
(a) if that company is incorporated outside Great Britain,
the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it
is registered in England and Wales or in Scotland.
(4) In this paragraph "company"
includes any body corporate. |
| |
Construction of references to shares held by parent company or group
|
|
32.(1) References
in this Part of this Schedule to shares held by the parent company
or the group shall be construed as follows.
(2) For the purposes of paragraphs
16, 22(4) and (5) and 23 to 25 (information about holdings in subsidiary
and other undertakings)
(a) there shall be attributed to the parent company shares
held on its behalf by any person; but
(b) there shall be treated as not held by the parent
company shares held on behalf of a person other than the company.
(3) References to shares held by the
group are to any shares held by or on behalf of the parent company
or any of its subsidiary undertakings; but there shall be treated
as not held by the group any shares held on behalf of a person other
than the parent company or any of its subsidiary undertakings.
(4) Shares held by way of security
shall be treated as held by the person providing the security
(a) where apart from the right to exercise them for the
purpose of preserving the value of the security, or of realising
it, the rights attached to the shares are exercisable only in accordance
with his instructions, and
(b) where the shares are held in connection with the
granting of loans as part of normal business activities and apart
from the right to exercise them for the purpose of preserving the
value of the security, or of realising it, the rights attached to
the shares are exercisable only in his interests. |
| © Crown copyright 1989 |
|