Part XVIII Recognised Investment Exchanges and Clearing Houses

CHAPTER 1ACONTROL OVER RECOGNISED INVESTMENT EXCHANGE

Acquiring and increasing control

301BAcquiring and increasing control

1

For the purposes of this Chapter, a person (“the acquirer”) acquires control over a recognised investment exchange (“E”) on first falling within any of the cases in subsection (2).

2

The cases are where the acquirer—

a

holds 20% or more of the shares in E;

b

is able to exercise significant influence over the management of E by virtue of his shareholding in E;

c

holds 20% or more shares in a parent undertaking (“P”) of E;

d

is able to exercise significant influence over the management of P by virtue of his shareholding in P;

e

is entitled to exercise, or control the exercise of, 20% or more of the voting power in E;

f

is able to exercise significant influence over the management of E by virtue of his voting power in E;

g

is entitled to exercise, or to control the exercise of, 20% or more of the voting power in P; or

h

is able to exercise significant influence over the management of P by virtue of his voting power in P.

3

In subsection (2) “the acquirer” means—

a

the acquirer,

b

any of his associates, or

c

the acquirer and any of his associates.

4

For the purposes of this Chapter, each of the following is to be regarded as a kind of control—

a

control arising as a result of the holding of shares in E;

b

control arising as a result of the holding of shares in P;

c

control arising as a result of the entitlement to exercise, or control the exercise of, voting power in E;

d

control arising as a result of the entitlement to exercise, or control the exercise of, voting power in P.

5

For the purposes of this Chapter, a controller of E increases his control over E if—

a

the percentage of shares held by the controller in E increases by the step mentioned in subsection (6);

b

the percentage of shares held by the controller in P increases by the step mentioned in subsection (6);

c

the percentage of voting power which the controller is entitled to exercise, or control the exercise of, in E increases by the step mentioned in subsection (6);

d

the percentage of voting power which the controller is entitled to exercise, or control the exercise of, in P increases by the step mentioned in subsection (6); or

e

the controller becomes a parent undertaking of E.

6

The step is from 20% or more (but less than 50%) to 50% or more.

7

In the rest of this Chapter “acquiring control” or “having control” includes—

a

acquiring or having an additional kind of control; or

b

acquiring an increase in a relevant kind of control, or having increased control of a relevant kind.