Section 89C | Section 87: UK listing relief ^F1

From legislation.gov.uk

(1)Section 87 does not apply as regards an agreement to transfer chargeable securities in a listed company—^F1

(a)that was first listed after the beginning of the period of 3 years ending with the relevant day, and^F1

(b)whose shares are admitted to trading on a UK regulated market,^F1

if none of the following exclusions apply.

(2)Exclusion A (listed company mergers) applies if the listing referred to in subsection (1)(a) was connected to arrangements by which—^F1

(a)a listed company took control of another listed company,^F1

(b)a company took control of two or more listed companies, or^F1

(c)two or more listed companies merged all or substantially all of their businesses.^F1

(3)Exclusion B (new holding company) applies if—^F1

(a)the listing referred to in subsection (1)(a) was connected to arrangements by which the company took control of another company, and^F1

(b)immediately before those arrangements, the other company was—^F1

(i)listed other than by reference to depositary interests, and^F1

(ii)controlled by the person or persons who, at the time of the listing referred to in subsection (1)(a), controlled the company.^F1

(4)Exclusion C (change of control) applies if—^F1

(a)during 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, or^F1

(b)the agreement to transfer forms part of arrangements changing control in the company.^F1

(5)In subsection (1)(a), the reference to a company being first listed is a reference to—^F1

(a)in 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), or^F1

(b)in 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.^F1

(6)A company falls within this subsection if—^F1

(a)shares 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, and^F1

(b)the shares were admitted with a view to the company taking control of an unlisted company before the end of a certain period.^F1

(7)In this section—^F1

(a)a reference to a company being listed is a reference to shares in the company being included in the official list;^F1

(b)a reference to shares being included in the official list is a reference to shares—^F1

(i)being 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), or^F1

(ii)not being included only by reason of suspension under that Part;^F1

(c)a reference to shares being admitted to the official list has the same meaning as in that Part;^F1

(d)a reference to shares includes a reference to depositary interests in shares.^F1

(8)In this section—^F1

“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)).