8Neither paragraph 1(c) nor paragraph 2(c) applies in relation to any transaction or arrangement if—
(a)the company is a member of a group of companies (meaning a holding company and its subsidiaries), and
(b)either the company is a wholly-owned subsidiary or no body corporate (other than the company or a subsidiary of the company) which is a member of the group of companies which includes the company's ultimate holding company was a party to the transaction or arrangement, and
(c)the director in question was at some time during the relevant period associated with the company, and
(d)the material interest of the director in question in the transaction or arrangement would not have arisen if he bad not been associated with the company at any time during the relevant period.