Paragraph 9 Shares or rights held “indirectly”I1

England and Wales

(1)

A person (“A”) holds a share “indirectly” if A has a majority stake in a person (“B”) and B—

(a)

holds the share, or

(b)

is part of a chain of persons—

(i)

each of which (other than the last) has a majority stake in the person immediately below it in the chain, and

(ii)

the last of which holds the share.

(2)

A person (“A”) holds a right “indirectly” if A has a majority stake in a person (“B”) and B—

(a)

holds that right, or

(b)

is part of a chain of persons—

(i)

each of which (other than the last) has a majority stake in the person immediately below it in the chain, and

(ii)

the last of which holds that right.

(3)

For the purposes of sub-paragraphs (1) and (2), A has a “majority stake” in B if A—

(a)

holds a majority of the voting rights in B,

(b)

is a member of B and has the right to appoint or remove an officer of B,

(c)

is a member of B and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d)

has the right to exercise, or actually exercises, dominant influence or control over B.

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