Section 438 | Disapplication of Chapter where transparent entities involved

(1)This section applies if one or more of the merging companies is a transparent entity.

(2)If as a result of the merger the assets and liabilities of a transparent entity are transferred to another company, this Chapter does not apply in relation to the transfer.

(3)If as a result of the merger the assets and liabilities of one or more other companies are transferred to a transparent entity, sections 435 and 436 do not apply to the new holding.

(4)In this section—

“new holding” has the meaning given by section 126(1) of TCGA 1992 (application of sections 126 to 131 of that Act), and

“transparent entity” means a company which is resident in a member State ... and does not have an ordinary share capital.