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—^F1

“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.