Section 719 | Meaning of “change in the ownership of a company”

(1)For the purposes of this Part there is a change in the ownership of a company if condition A, B or C is met.

(2)Condition A is that a single person acquires a holding of more than half the ordinary share capital of the company.

(3)Condition B is that—

(a)two or more persons each acquire a holding of at least 5% of the ordinary share capital of the company, and

(b)those holdings together amount to more than half the ordinary share capital of the company.

(4)Condition C is that—

(a)two or more persons each acquire a holding of the ordinary share capital of the company, and

(b)those holdings together amount to more than half the ordinary share capital of the company,

(i)it is an addition to an existing holding, and

(ii)the two holdings together amount to at least 5% of the ordinary share capital of the company.

but there is disregarded a holding of less than 5% unless—

(4A)For the purposes of Chapters 2A to 2E there is also a change in the ownership of a company (“C”) if, as a result of the acquisition by a person of a holding of the ordinary share capital of the company, the group condition (as defined in section 188CE) is met in relation to C and another company (“A”) (which was not a member of the same group of companies as C before the acquisition).In this subsection the reference to membership of a group of companies is to be interpreted in accordance with section 188FB.

(5)See also sections 721 and 722 which provide for things other than ordinary share capital to be taken into account in determining whether there has been a change in the ownership of a company.