(1)For the purposes of this Part there is a change in the ownership of a company if condition A, B or C is met.
(2)Condition A is that a single person acquires a holding of more than half the ordinary share capital of the company.
(3)Condition B is that—
(a)two or more persons each acquire a holding of at least 5% of the ordinary share capital of the company, and
(b)those holdings together amount to more than half the ordinary share capital of the company.
(4)Condition C is that—
(a)two or more persons each acquire a holding of the ordinary share capital of the company, and
(b)those holdings together amount to more than half the ordinary share capital of the company,
but there is disregarded a holding of less than 5% unless—
(i)it is an addition to an existing holding, and
(ii)the two holdings together amount to at least 5% of the ordinary share capital of the company.
[F1(4A)For the purposes of Chapters 2A to 2D there is also a change in the ownership of a company (“C”) if, as a result of the acquisition by a person of a holding of the ordinary share capital of the company, the group condition (as defined in section 188CE) is met in relation to C and another company (“A”) (which was not a member of the same group of companies as C before the acquisition).
In this subsection the reference to membership of a group of companies is to be interpreted in accordance with section 188FB.]
(5)See also sections 721 and 722 which provide for things other than ordinary share capital to be taken into account in determining whether there has been a change in the ownership of a company.
Textual Amendments
F1S. 719(4A) inserted (with effect in accordance with Sch. 4 para. 190 of the amending Act) by Finance (No. 2) Act 2017 (c. 32), Sch. 4 para. 89