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Article 5
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 which carries on a charitable activity,
but an undertaking does not include a public body.
2.—(1) An undertaking is a “significant group undertaking” of a group when so provided under this paragraph—
(a)for the purposes of Part 2; and
(b)during a phase.
(2) Sub-paragraph (3) applies—
(a)to a group of undertakings (“G”);
(b)to an undertaking (“U”) which is a group undertaking of G; and
(c)where U is a subsidiary of another undertaking of G.
(3) Subject to sub-paragraph (4), for the purposes of Part 2 where—
(a)U; and
(b)any subsidiary undertakings of U,
would, if U was not a member of G, have been required to register as a participant under Part 2, U is a significant group undertaking as a member of G, together with U’s subsidiary undertakings, if any.
(4) Where—
(a)U would be a significant undertaking as a member of G under sub-paragraph (3); but
(b)G is subject to article 27(2),
the provisions of section 1 of Part 3 of Schedule 6 vary sub-paragraph (3).
(5) Subject to paragraph 3, where U is a significant group undertaking as a member of—
(a)G for the purposes of Part 2 under sub-paragraph (3); or
(b)another group, where sub-paragraph (4) applies,
U is a significant group undertaking as a member of G or that other group for that phase, together with U’s subsidiary undertakings from time to time, if any.
3.—(1) Subject to paragraph 4, where—
(a)U was a significant group undertaking as a member of a group under paragraph 2; and
(b)during a phase U becomes a member of another group of undertakings (“G2”),
U is a significant group undertaking as a member of G2 for the remainder of that phase, together with U’s subsidiary undertakings from time to time, if any.
(2) Paragraphs 10 and 12 of section 2 of Part 3 of Schedule 6 make provision in relation to the change described in sub-paragraph (1).
4. Where during a phase a significant group undertaking—
(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(2).
A participant may become a significant group undertaking as a member of a group during a phase. See paragraphs 10(2)(e) and 11(4)(a) of section 2 of Part 3 of Schedule 6.
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