The CRC Energy Efficiency Scheme Order 2010

Article 5

SCHEDULE 4Undertakings and significant group undertakings

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Undertakings and significant group undertakings

Undertakings

1.  In this Order, subject to paragraph 4—

(a)in relation to an undertaking, “group” means those undertakings which are group undertakings in respect of each other;

(b)“group undertaking” has the meaning given by section 1161(5) of the Companies Act 2006(1) but where “undertaking” has the meaning given in this Order;

(c)“highest parent undertaking” is the undertaking in the group which is not a subsidiary of any other undertaking in the group;

(d)“member” in relation to group undertakings means an undertaking which is part of a group;

(e)“parent undertaking”, “subsidiary undertaking” and related expressions have the same meanings as in Part 38 of the Companies Act 2006 but where “undertaking” has the meaning given in this Order;

(f)“undertaking” means—

(i)an undertaking as defined in section 1161(1) of the Companies Act 2006; and

(ii)as if that definition included an unincorporated association which carries on a charitable activity,

but an undertaking does not include a public body.

Significant group undertakings

2.  (1)  An undertaking is a “significant group undertaking” of a group when so provided under this paragraph—

(a)for the purposes of Part 2; and

(b)during a phase.

(2) Sub-paragraph (3) applies—

(a)to a group of undertakings (“G”);

(b)to an undertaking (“U”) which is a group undertaking of G; and

(c)where U is a subsidiary of another undertaking of G.

(3) Subject to sub-paragraph (4), for the purposes of Part 2 where—

(a)U; and

(b)any subsidiary undertakings of U,

would, if U was not a member of G, have been required to register as a participant under Part 2, U is a significant group undertaking as a member of G, together with U’s subsidiary undertakings, if any.

(4) Where—

(a)U would be a significant undertaking as a member of G under sub-paragraph (3); but

(b)G is subject to article 27(2),

the provisions of section 1 of Part 3 of Schedule 6 vary sub-paragraph (3).

(5) Subject to paragraph 3, where U is a significant group undertaking as a member of—

(a)G for the purposes of Part 2 under sub-paragraph (3); or

(b)another group, where sub-paragraph (4) applies,

U is a significant group undertaking as a member of G or that other group for that phase, together with U’s subsidiary undertakings from time to time, if any.

Significant group undertakings: movement between groups during a phase

3.  (1)  Subject to paragraph 4, where—

(a)U was a significant group undertaking as a member of a group under paragraph 2; and

(b)during a phase U becomes a member of another group of undertakings (“G2”),

U is a significant group undertaking as a member of G2 for the remainder of that phase, together with U’s subsidiary undertakings from time to time, if any.

(2) Paragraphs 10 and 12 of section 2 of Part 3 of Schedule 6 make provision in relation to the change described in sub-paragraph (1).

Significant group undertakings as participants

4.  Where during a phase a significant group undertaking—

(a)is a member of a group; but

(b)is a participant separate from the group,

for such time as it is a participant separate from the group, it must be treated as if it was not a member of the group for the phase(2).

(2)

A participant may become a significant group undertaking as a member of a group during a phase. See paragraphs 10(2)(e) and 11(4)(a) of section 2 of Part 3 of Schedule 6.