# The Business Investment Relief Regulations 2012, Regulation 3: Lock-up agreements


(1) This regulation applies if conditions 1 and 2 are met.
(2) Condition 1 is that—
(a) the target company has ceased to be a private limited company by virtue of having some or all of its shares listed on a recognised stock exchange; or
(b) (i) the target company has become a subsidiary of another company (“the new company”); and
(ii) the new company is a body corporate some or all of whose shares are listed on a recognised stock exchange (or are to be so listed).
(3) Condition 2 is that P is unable to comply with an appropriate mitigation step without breaching the terms of a lock-up agreement.
(4) For the purposes of this regulation “lock-up agreement” means a contract—
(a) entered into by P with one or more relevant parties which is directly related to the listing of shares in the target company or, as the case may be, the new company, on a recognised stock exchange; and
(b) that imposes restrictions on the time or manner in which P may—
(i) dispose of some or all of P’s holding in the target company; or
(ii) dispose of some or all of any shares in the new company received by P in return for P’s holding in the target company.
(5) For the purposes of this regulation “relevant party” means—
(a) the target company;
(b) the new company;
(c) professional advisors retained by the target company or the new company in relation to the listing of the shares of the target company (or, as the case may be, the shares of the new company) on a recognised stock exchange.

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Source: https://www.legislation.gov.uk/uksi/2012/1898/regulation/3 (the official version)
Page: https://openlegislation.uk/business-investment-relief-regulations-2012/regulation-3
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.