Section 287 Groups

United Kingdom

(1)

For the purposes of this Part, the following form a “group”—

(a)

a company that is not a 75% subsidiary of any other company, and

(b)

every company that is a 75% subsidiary—

(i)

of that company,

(ii)

of a 75% subsidiary of that company, or

(iii)

of a 75% subsidiary of a 75% subsidiary of that company, and so on.

(2)

The company in a group that is not a 75% subsidiary of any other company is the “principal member” of the group.

(3)

Every other member of the group is a “subsidiary member”.

(4)

A company (“B”) is a “75% subsidiary” of another company (“A”) if—

(a)

A is beneficially entitled to 75% or more of any profits available for distribution to equity holders of B,

(b)

A would be beneficially entitled to 75% or more of any assets of B available for distribution to its equity holders on a winding-up, or

(c)

at least 75% of B’s ordinary share capital is owned directly or indirectly by A.

(5)

Where as a result of the application of each of paragraphs (a) to (c) of subsection (4) a company would (ignoring this paragraph) be a member of more than one group, that company is to be treated as only being a 75% subsidiary of the first company it is a subsidiary of applying the rules in those paragraphs in order (starting with paragraph (a)).

(6)

If at any time a company that is a generating undertaking becomes a member of a group that is a generating undertaking (including a group that becomes a generating undertaking as a result of that company becoming a member), the final qualifying period of the company ends at that time.

(7)

If at any time a group ceases to be a group as a result of the principal member becoming a 75% subsidiary of another group, the final qualifying period of the group ends at that time.