Industry Act 1975

12 Meaning of “change of control”. U.K.

(1) There is a change of control of an important manufacturing undertaking for the purposes of this Part of this Act only upon the happening of a relevant event.

(2) In subsection (1) above “relevant event” means any event as a result of which—

(a) the person carrying on the whole or part of the undertaking ceases to be resident in the United Kingdom;

(b) a person not resident in the United Kingdom acquires the whole or part of the undertaking;

(c) a body corporate resident in the United Kingdom but controlled by a person not so resident acquires the whole or part of the undertaking;

(d) a person not resident in the United Kingdom becomes able to exercise or control the exercise of the first, second or third qualifying percentage of votes in a body corporate carrying on the whole or part of the undertaking or in any other body corporate which is in control of such a body; or

(e) a person resident in the United Kingdom and able to exercise or control the exercise of the first, second or third qualifying percentage of votes in a body corporate carrying on the whole or part of the undertaking or in any other body corporate which is in control of such a body ceases to be resident in the United Kingdom.

(3) For the purposes of subsection (2) above—

(a) a body corporate or individual entitled to cast 30 per cent. or more of the votes that may be cast at any general meeting of a body corporate is in control of that body; and

(b) control of a body corporate which has control of another body corporate gives control of the latter body.

(4) Any power to direct the holder of shares or stock in a body corporate as to the exercise of his votes at a general meeting of that body corporate is to be treated as entitlement to cast the votes in respect of the shares or stock in question.

(5) Two or more persons acting together in concert may be treated as a single person for the purposes of any provision of this Part of this Act relating to change of control.

(6) For the purposes of this Part of this Act—

(a) the first qualifying percentage of votes is 30 per cent.;

(b) the second qualifying percentage is 40 per cent.; and

(c) the third qualifying percentage is 50 per cent.;

and the references to votes in this subsection are references to votes that may be cast at a general meeting.