Section 164 | Sections 160 and 162: supplementary

(1)This subsection applies to any shares—

(a)in relation to which conditions A, C, D and E in section 160 are met, and

(b)which do not carry any rights to conversion into shares or securities other than rights to conversion into shares or securities in the relevant company's quoted parent company (see subsections (3) to (6)).

(2)This subsection applies to any securities—

(a)which represent a loan of or including new consideration,

(b)in relation to which conditions B, C and D in section 162 are met, and

(c)which do not carry any rights to conversion into shares or securities other than rights to conversion into shares or securities in a quoted unconnected company (see subsection (2A)) or in the relevant company's quoted parent company.^F1

(2A)For the purposes of this section and section 162 a company is a quoted unconnected company if (and only if)—^F2

(a)its ordinary shares are listed on a recognised stock exchange, and^F2

(b)it is not connected with the relevant company.^F2

(3)For the purposes of this section and sections 160 and 162 a company (“the candidate company”) is the relevant company's quoted parent company if (and only if)—

(a)the relevant company is a 75% subsidiary of the candidate company,

(b)the candidate company is not a 75% subsidiary of any company, and

(c)the candidate company's ordinary shares are listed on a recognised stock exchange.

(4)In the case of a company whose ordinary share capital is divided into two or more classes, subsections (2A)(a) and (3)(c) are met only if its ordinary shares of each class are listed on a recognised stock exchange.^F3F4

(5)In this section “ordinary shares” means shares forming part of ordinary share capital.^F5

(6)Subsection (7) applies if, in determining under subsection (3)(a) whether the relevant company is a 75% subsidiary of the candidate company, it is necessary to know, for the purposes of subsection (1)(b) or (2)(c) or section 160(4)(c) or 162(2)(c), whether the candidate company is the relevant company's quoted parent company.

(7)It is to be assumed for those purposes that the candidate company is the relevant company's quoted parent company.