Section 465 | Attribution of rights and interests

(1)In determining for the purposes of section 464 the investment that a person (“P”) has in another person, P is to be taken to have all of the rights and interests of—

(a)any person connected with P,

(b)any person who is a member of a partnership, or is connected with a person who is member of a partnership, of which P is a member, or

(c)any person who is a member of a partnership, or is connected with a person who is a member of a partnership, of which a person connected with P is a member.

(2)For the purposes of subsection (1)—

(a)section 1122 of CTA 2010 (“connected” persons) applies but as if subsections (7) and (8) of that section were omitted, but

(b)a person is not to be regarded as connected with another person merely as a result of their being parties to a loan that is a normal commercial loan for the purposes of section 464.

(3)In determining for the purposes of section 464 the investment that a person (“P”) has in another person (“U”), P is to be taken to have all of the rights and interests of a third person (“T”) with whom P acts together in relation to U.

(4)For this purpose P “acts together” with T in relation to U if (and only if)—

(a)for the purpose of influencing the conduct of U's affairs—

(i)P is able to secure that T acts in accordance with P's wishes (or vice versa), or

(ii)T can reasonably be expected to act, or typically acts, in accordance with P's wishes (or vice versa),

(b)P and T are party to an arrangement that it is reasonable to conclude is designed to affect the value of any equity in U possessed by T, or

(c)the same person manages some or all of any equity in U possessed by P and T.

In paragraphs (b) and (c) references to equity in U are to be read in accordance with section 464.

(5)But P does not “act together” with T in relation to U under subsection (4)(c) if—

(a)the managing person does so as the operator of different collective investment schemes, and

(b)the management of the schemes is not coordinated for the purpose of influencing the conduct of U's affairs.

(6)For this purpose “collective investment scheme” and “operator” have the same meaning as in Part 17 of the Financial Services and Markets Act 2000 (see sections 235 and 237).

(7)In determining for the purposes of section 464 the investment that a person (“P”) has in another person (“U”), P is to be taken to have all of the rights and interests of one or more third persons with whom P has entered into a qualifying arrangement in relation to U.

(8)For this purpose P has entered into a qualifying arrangement with one or more third persons in relation to U if they are parties to an arrangement concerning U as a result of which, by reference to shares held, or to be held, by any one or more of them in U, they can reasonably be expected to act together—

(a)so as to exert greater influence in relation to U than any one of them would be able to exert if acting alone, or

(b)otherwise so as to be able to achieve an outcome in relation to U that, if attempted by any one of them acting alone, would be significantly more difficult to achieve.

(9)For this purpose the reference to shares in U includes shares in U that may be held as a result of the exercise of any right or power and includes rights or interests in U that are of a similar character to shares.

(10)In this section “arrangement” includes any agreement, understanding, scheme, transaction or series of transactions (whether or not legally enforceable).