33Interpretation of section 32(2) and (3)U.K.
(1)For the purposes of section 32(2)(a), a company (“A”) is a 51% subsidiary of another company (“B”) only at times when—
(a)B would be beneficially entitled to more than 50% of any profits available for distribution to equity holders of A, and
(b)B would be beneficially entitled to more than 50% of any assets of A available for distribution to its equity holders on a winding up.
(2)The requirement in subsection (1) is in addition to the requirements of section 1154(2) (meaning of “51% subsidiary”).
(3)In determining for the purposes of section 32(2)(a) whether or not a company is a 51% subsidiary of another company (“C”), C is treated as not being the owner of share capital if—
(a)it owns the share capital indirectly,
(b)the share capital is owned directly by a company (“D”), and
(c)a profit on the sale of the shares would be a trading receipt for D.
(4)In section 32(2)(b) and this section—
(a)“trading company” means a company whose business consists wholly or mainly of carrying on a trade or trades, and
(b)“relevant holding company” means a company whose business consists wholly or mainly of holding shares in or securities of trading companies that are its 90% subsidiaries.
(5)For the purposes of section 32(3), a company is owned by a consortium if at least 75% of the company's ordinary share capital is beneficially owned by two or more companies each of which—
(a)beneficially owns at least 5% of that capital,
(b)would be beneficially entitled to at least 5% of any profits available for distribution to equity holders of the company, and
(c)would be beneficially entitled to at least 5% of any assets of the company available for distribution to its equity holders on a winding up.
(6)The companies meeting those conditions are called the members of the consortium.
(7)Chapter 6 of Part 5 (equity holders and profits or assets available for distribution) applies for the purposes of subsections (1) and (5) as it applies for the purposes of section 151(4)(a) and (b).