http://www.legislation.gov.uk/ukpga/1986/41/section/89CFinance Act 1986An Act to grant certain duties, to alter other duties, and to amend the law relating to the National Debt and the Public Revenue, and to make further provision in connection with Finance.1986-07-25texttext/xmlenStatute Law Database2026-04-29Expert Participation2026-04-01 Part IV89C1Section 87 does not apply as regards an agreement to transfer chargeable securities in a listed company—athat was first listed after the beginning of the period of 3 years ending with the relevant day, andbwhose shares are admitted to trading on a UK regulated market,if none of the following exclusions apply.2Exclusion A (listed company mergers) applies if the listing referred to in subsection (1)(a) was connected to arrangements by which—aa listed company took control of another listed company,ba company took control of two or more listed companies, orctwo or more listed companies merged all or substantially all of their businesses.3Exclusion B (new holding company) applies if—athe listing referred to in subsection (1)(a) was connected to arrangements by which the company took control of another company, andbimmediately before those arrangements, the other company was—ilisted other than by reference to depositary interests, andiicontrolled by the person or persons who, at the time of the listing referred to in subsection (1)(a), controlled the company.4Exclusion C (change of control) applies if—aduring the period beginning with the listing referred to in subsection (1)(a) and ending with the relevant day, there was a change of control in the company, orbthe agreement to transfer forms part of arrangements changing control in the company.5In subsection (1)(a), the reference to a company being first listed is a reference to—ain the case of a company falling within subsection (6), the company first making a regulatory announcement to the effect that it has taken control of a company as described in subsection (6)(b), orbin other cases, shares in the company being admitted to the official list at a time when no other shares of the company were included in the official list.6A company falls within this subsection if—ashares in the company were admitted to the official list at a time when the company’s assets consisted wholly or mainly of cash or short-dated securities, andbthe shares were admitted with a view to the company taking control of an unlisted company before the end of a certain period.7In this section—aa reference to a company being listed is a reference to shares in the company being included in the official list;ba reference to shares being included in the official list is a reference to shares—ibeing included in the official list in accordance with Part 6 of the Financial Services and Markets Act 2000 (“FSMA”) (see section 74 of that Act), oriinot being included only by reason of suspension under that Part;ca reference to shares being admitted to the official list has the same meaning as in that Part;da reference to shares includes a reference to depositary interests in shares.8In this section—“arrangements” includes any preliminary steps taken in connection with arrangements;“control” has the meaning given in section 1124 of the Corporation Tax Act 2010;“depositary interest” has the meaning given in regulations made under section 119 of the Finance Act 1999 (power to exempt UK depositary interests in foreign securities);“regulatory announcement” means an announcement required by, and made in accordance with, Part 6 rules made under section 73A of FSMA;“relevant day” has the meaning given in section 87(3);“UK regulated market” has the same meaning as in Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (see Article 2(13A)).Pt. 4: construed as one with 1999 c. 16, Pt. VI (27.7.1999) by Finance Act 1999 (c. 16), s. 123(1)Pt. 4: power to restrict conferred (27.7.1999) by Finance Act 1999 (c. 16), s. 119 (with s. 123(4))Pt. 4: power to extend conferred (1.5.1995) by Finance Act 1995 (c. 4), s. 152(2)(b)(6)Pt. 4: 2019 c. 1, s. 48 construed as one with this Part (with effect in accordance with s. 48(12) of the amending Act) by Finance Act 2019 (c. 1), s. 48(11)Pt. 4: 2019 c. 1, s. 48A construed as one with this Part by 2019 c. 1, s. 48A(9) (as inserted (22.7.2020) by Finance Act 2020 (c. 14), s. 78)S. 89C inserted (with effect in accordance with s. 85(2) of the amending Act) by Finance Act 2026 (c. 11), s. 85