Part 1

Digital Markets
Chapter 5

Mergers

Qualifying status
58
1
For the purposes of section 57(2), an event results in P having qualifying status in respect of shares or voting rights in relation to a UK-connected body corporate where the event results in the percentage of the shares or, as the case may be, the voting rights that P holds in the body corporate increasing—
a
from less than 15% to 15% or more,
b
from 25% or less to more than 25%, or
c
from 50% or less to more than 50%.
2
For the purposes of section 57(3), P has qualifying status in respect of shares or voting rights in relation to a joint venture vehicle where the event results in P holding at least 15% of the shares or, as the case may be, voting rights in the joint venture vehicle.
3
In subsections (1) and (2), references to holding a percentage of shares are—
a
in the case of a body corporate that has a share capital, to holding shares comprised in the issued share capital of the body corporate of a nominal value (in aggregate) of that percentage of the share capital,
b
in the case of a body corporate that does not have a share capital, to holding a right to a share of that percentage of the capital or profits of the body corporate, and
c
in the case of a limited liability partnership, to holding a right to a share of that percentage of any surplus assets of the partnership on a winding up.
4
For the purposes of subsection (3)(c), to the extent that rights to share in any surplus assets of the limited liability partnership on a winding up are not expressly provided for, each member of the partnership is to be treated as holding the right to an equal share of such assets.
5
In subsections (1) and (2), references to voting rights are—
a
in the case of a body corporate that has a share capital, to the rights conferred on shareholders in respect of their shares to vote at general meetings of the body corporate on all or substantially all matters, and
b
in the case of a body corporate that does not have a share capital, to the rights conferred on members to vote at general meetings of the body corporate on all or substantially all matters,
and, in the case of a body corporate that does not have general meetings at which matters are decided by such votes, include any rights in relation to the body corporate that have the equivalent effect.
6
A person is to be treated for the purposes of this Chapter as acquiring an interest or right (to the extent that the person would not otherwise be regarded as doing so) where the interest or right becomes treated as held by the person by virtue of Schedule 2.
S. 58 not in force at Royal Assent, see s. 339(1)
S. 58 in force at 1.1.2025 by S.I. 2024/1226, regs. 1(2), 2(1)(2)