Paragraph 9 Shares or rights held “indirectly”I1

United Kingdom

(1)

A person holds a share “indirectly” if the person has a majority stake in another person and that other person—

(a)

holds the share in question, or

(b)

is part of a chain of persons—

(i)

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

(ii)

the last of whom holds the share.

(2)

A person holds a right “indirectly” if the person has a majority stake in another person and that other person—

(a)

holds that right, or

(b)

is part of a chain of persons—

(i)

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

(ii)

the last of whom holds that right.

(3)

For these purposes, a person (“A”) has a “majority stake” in another person (“B”) if—

(a)

A holds a majority of the voting rights in B,

(b)

A is a member of B and has the right to appoint or remove a majority of the board of directors of B,

(c)

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

(d)

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

(4)

In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a person (“A”) is to be treated as having the right to appoint a director if—

(a)

any person's appointment as director follows necessarily from that person's appointment as director of A, or

(b)

the directorship is held by A itself.

Annotations

Commencement

I1: Sch. 1 para. 9 in force at 29.4.2021 at 2.00 p.m., see reg. 1(2)