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 that has a charitable purpose,
but an undertaking does not include a public body.
2.—(1) An undertaking is a “participant equivalent” when so provided under this paragraph—
(a)for the purposes of Part 2; and
(b)for the whole phase.
(2) Subject to sub-paragraph (3), for the purposes of Part 2 where an undertaking (“B”)—
(a)is a member of a group that is a participant (“G”); and
(b)would, if B was not a member of G, have been required to register as a participant under Part 2,
B is a participant equivalent as a member of G.
(3) Where—
(a)B would be a participant equivalent as a member of G under sub-paragraph (2); but
(b)G is subject to article 27(2),
the provisions of section 1 of Part 3 of Schedule 5 vary sub-paragraph (2).
3.—(1) Subject to paragraph 4, where—
(a)B was a participant equivalent as a member of a group under paragraph 2; and
(b)during a phase B becomes a member of another participant group of undertakings (“G2”),
B is a participant equivalent as a member of G2 for the remainder of that phase.
(2) Paragraph 12 of section 2 of Part 3 of Schedule 5 makes provision in relation to the change described in sub-paragraph (1).
(3) Subject to paragraph 4, where—
(a)B is a participant equivalent as a member of a group under paragraph 2; and
(b)during a phase B becomes a member of a group of undertakings which is not a participant (“G3”),
paragraph 10 of section 2 of Part 3 of Schedule 5 makes provision in relation to that change.
(4) Subject to paragraph 4, where—
(a)B is a participant equivalent as a member of G under paragraph 2; and
(b)during a phase B together with B’s subsidiary undertakings cease to be a member of G,
paragraph 9 of Part 3 of Schedule 5 makes provision in relation to that change.
4. Where during a phase an undertaking or group of undertakings—
(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.