The Companies (No. 2) (Northern Ireland) Order 1990

The Companies (Northern Ireland) Order 1986 (NI 6)

11.  For the purposes of Article 11 of the Companies Order (meaning of “employees' share scheme”), a company which immediately before the coming into operation of Article 62(1) was a subsidiary of another company shall not be treated as ceasing to be such a subsidiary by reason of that paragraph coming into operation.

12.—(1) The following provisions have effect with respect to the operation of Article 33 of the Companies Order (prohibition on subsidiary being a member of its holding company).

(2) In relation to times, circumstances and purposes before the coming into operation of Article 62(1), the references in Article 33 to a subsidiary or holding company shall be construed in accordance with Article 4 of the Companies Order as originally enacted.

(3) Where a body corporate becomes or ceases to be a subsidiary of a holding company by reason of Article 62(1) coming into operation, the prohibition in Article 33 of the Companies Order shall apply (in the absence of exempting circumstances), or cease to apply, accordingly.

13.—(1) Article 163 of the Companies Order (transactions excepted from prohibition on company giving financial assistance for acquisition of its own shares) is amended as follows.

(2) In paragraph (4)(bb) (employees' share schemes) for “a company connected with it” substitute “a company in the same group”.

(3) For paragraph (5) substitute—

“(5) For the purposes of paragraph (4)(bb) a company is in the same group as another company if it is a holding company or subsidiary of that company, or a subsidiary of a holding company of that company.”.

14.  Article 301 of the Companies Order (age limit for directors) does not apply in relation to a director of a company if—

(a) he had attained the age of 70 before the coming into operation of Article 62(1), and

(b) the company became a subsidiary of a public company by reason only of the coming into operation of that paragraph.

15.  Nothing in Article 62(1) affects the operation of Part XIVA of the Companies Order (takeover offers) in relation to a takeover offer made before the coming into operation of that paragraph.

16.  For the purposes of Article 668 of the Companies Order (power to provide for employees on transfer or cessation of business), a company which immediately before the coming into operation of Article 62(1) was a subsidiary of another company shall not be treated as ceasing to be such a subsidiary by reason of that paragraph coming into operation.

17.  In Schedule 24 to the Companies Order “subsidiary” has the meaning given by Article 4 of that Order as originally enacted.