9(1)In paragraphs 7 (meaning of “material interest”) and 8 (the “no control” requirement) “” means shares which—U.K.
(a)do not for the time being carry voting rights;
(b)are issued wholly for new consideration;
(c)do not carry any right either to conversion into shares or securities of any other description or to the acquisition of any additional shares or securities; and
(d)do not carry any right to dividends other than dividends which—
(i)fall within sub-paragraph (2) or (3);
(ii)are not to any extent dependent on the results of the company’s business or any part of it or on the value of any of the company’s assets; and
(iii)together with any sum paid on a redemption, represent no more than a reasonable commercial return on the consideration for which the shares were issued.
In paragraph (b) “new consideration” has the meaning given by [F1section 1115 of CTA 2010].
(2)Dividends fall within this sub-paragraph if they are of a fixed amount or at a fixed rate per cent of the nominal value of the shares.
This includes dividends where the amount or rate may be changed to another fixed amount or fixed rate in a manner determined under the terms of issue of the shares.
(3)Dividends fall within this sub-paragraph if they are of a rate per cent of the nominal value of the shares and the rate fluctuates in accordance with—
(a)a standard published rate of interest,
(b)a rate of tax,
(c)the retail prices index, or any similar general index of prices which is published by the government, or by an agent of the government, of the country or territory in whose currency the shares are denominated, or
(d)a published index of prices of shares quoted in the official list of a recognised stock exchange.
(4)For the purposes of sub-paragraph (1)(d)(ii) dividends shall not be treated as being to any extent dependent on the results of the company’s business (or any part of it) or on the value of any of the company’s assets by reason only of the fact that the amount or rate of the dividends—
(a)reduces in the event of the results of the business (or part) improving or the value of any of the company’s assets increasing, or
(b)increases in the event of the results of the business (or part) deteriorating or the value of any of the company’s assets diminishing.
(5)Dividends are not prevented from falling within sub-paragraph (2) or (3) by the fact that the shares carry no rights at all to dividends for a period or periods determined under the terms of issue of the shares.
Textual Amendments
F1Words in Sch. 15 para. 9(1) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 315(3) (with Sch. 2)