Section 184 | The unquoted status requirement

(1)At the beginning of period B—

(a)the issuing company must be an unquoted company,

(b)there must be no arrangements in existence for the issuing company to cease to be an unquoted company, and

(c)there must be no arrangements in existence for the issuing company to become a subsidiary of another company (“the new company”) by virtue of an exchange of shares, or shares and securities, if—

(i)section 247 applies in relation to the exchange, and

(ii)arrangements have been made with a view to the new company ceasing to be an unquoted company.

(2)In this section “unquoted company” means a company none of whose shares, stocks, debentures or other securities are marketed to the general public.

(3)For the purposes of subsection (2), shares, stocks, debentures or other securities are marketed to the general public if they are—

(a)listed on a recognised stock exchange,

(b)listed on a designated exchange in a country outside the United Kingdom, or

(c)dealt in outside the United Kingdom by such means as may be designated.

(4)In subsection (3)(b) and (c) “designated” means designated by an order made by the Commissioners for Her Majesty's Revenue and Customs for the purposes of that provision.

(5)An order made for the purposes of subsection (3)(b) may designate an exchange by name, or by reference to any class or description of exchanges, including a class or description framed by reference to any authority or approval given in a country outside the United Kingdom.

(6)The arrangements referred to in subsection (1)(b) and (c)(ii) do not include arrangements in consequence of which any shares, stocks, debentures or other securities of the company are at any subsequent time—

(a)listed on a stock exchange that is a recognised stock exchange by virtue of an order made under section 1005(1)(b), or

(b)listed on an exchange, or dealt in by any means, designated by an order made for the purposes of subsection (3)(b) or (c),

if the order was made after the beginning of period B.