The Companies Act 2006 (Consequential Amendments etc) Order 2008

212.—(1) In section 420(1) of the Financial Services and Markets Act 2000 (parent and subsidiary undertakings) for “Part VII of the Companies Act 1985 (or Part VIII of the Companies (Northern Ireland) Order 1986)” substitute “ the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006) ”. U.K.

(2) In section 421(2) of the Financial Services and Markets Act 2000 (general definition of “group”), for “has the same meaning as in Part VII of the Companies Act 1985 or Part VIII of the Companies (Northern Ireland) Order 1986” substitute “ has the meaning given in section 421A ”>.

(3) After that section, insert—

“421A.    Meaning of “participating interest”

(1) In section 421 a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

(2) A holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown.

(3) The reference in subsection (1) to an interest in shares includes—

(a) an interest which is convertible into an interest in shares, and

(b) an option to acquire shares or any such interest;

and an interest or option falls within paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.

(4) For the purposes of this section an interest held on behalf of an undertaking shall be treated as held by it.

(5) In this section “undertaking” has the same meaning as in the Companies Acts (see section 1161(1) of the Companies Act 2006).”.