Section 277 | The 15% holding limit condition

(1)If the 15% holding limit condition was met when a holding in a company was acquired or last added to, the condition is treated as continuing to be met until an addition is next made to it.

(2)“Holding in a company” means the shares or securities (whether of one class or more than one class) held in any one company.

(3)An addition is made to a holding in a company whenever the company whose holding it is—

(a)acquires further shares or securities in the company, but

(b)does not do so by being allotted shares or securities without becoming liable to give any consideration.

(4)For the purposes of this section—

(a)holdings in companies which—

(i)are members of a group, whether or not including the company whose holdings they are (“company A”), and

(ii)are not excluded from the 15% holding limit condition,

are to be treated as holdings in a single company, and

(b)if company A is a member of a group, money owed to it by another member of the group is to be treated—

(i)as a security of the latter held by company A, and

(ii)accordingly as, or as part of, the holding of company A in the company owing the money.

For the purposes of this subsection “group” means a company and all companies which are its 51% subsidiaries.

(5)Subsection (6) applies if, in connection with a scheme of reconstruction—

(a)a company issues shares or securities,

(b)the shares or securities are issued to persons holding shares or securities in a second company in respect of and in proportion to (or as nearly as may be in proportion to) their holdings in the second company, and

(c)those persons do not become liable to give any consideration for the shares or securities.

In this subsection “scheme of reconstruction” has the same meaning as in section 136 of TCGA 1992.

(6)For the purposes of this section—

(a)a holding of the shares or securities in the second company, and

(b)a corresponding holding of the shares or securities issued by the company,

are to be regarded as the same holding.