Part II Powers in relation to Transfers of Control of Important Manufacturing Undertakings to Non-Residents
12 Meaning of “change of control”.
1
There is a change of control of an important manufacturing undertaking for the purposes of this Part of this Act only upon the happening of a relevant event.
2
In subsection (1) above “relevant event” means any event as a result of which—
a
the person carrying on the whole or part of the undertaking ceases to be resident in the United Kingdom;
b
a person not resident in the United Kingdom acquires the whole or part of the undertaking;
c
a body corporate resident in the United Kingdom but controlled by a person not so resident acquires the whole or part of the undertaking;
d
a person not resident in the United Kingdom becomes able to exercise or control the exercise of the first, second or third qualifying percentage of votes in a body corporate carrying on the whole or part of the undertaking or in any other body corporate which is in control of such a body; or
e
a person resident in the United Kingdom and able to exercise or control the exercise of the first, second or third qualifying percentage of votes in a body corporate carrying on the whole or part of the undertaking or in any other body corporate which is in control of such a body ceases to be resident in the United Kingdom.
3
For the purposes of subsection (2) above—
a
a body corporate or individual entitled to cast 30 per cent. or more of the votes that may be cast at any general meeting of a body corporate is in control of that body; and
b
control of a body corporate which has control of another body corporate gives control of the latter body.
4
Any power to direct the holder of shares or stock in a body corporate as to the exercise of his votes at a general meeting of that body corporate is to be treated as entitlement to cast the votes in respect of the shares or stock in question.
5
Two or more persons acting together in concert may be treated as a single person for the purposes of any provision of this Part of this Act relating to change of control.
6
For the purposes of this Part of this Act—
a
the first qualifying percentage of votes is 30 per cent.;
b
the second qualifying percentage is 40 per cent.; and
c
the third qualifying percentage is 50 per cent.;
and the references to votes in this subsection are references to votes that may be cast at a general meeting.