References in this Schedule to a “subgroup” are to companies that would form a group but for the fact that one of them is a 51% subsidiary of another company.

In this Schedule “51% subsidiary” has the meaning given by F6Chapter 3 of Part 24 of CTA 2010.

In applying F3that Chapter for the purposes of this Schedule, any share capital of a F4registered society (see section 1119 of that Act) shall be treated as ordinary share capital.

References in this Schedule to a “group” or “subsidiary” shall be construed with any necessary modifications where applied to a company incorporated under the law of a country or territory outside the United Kingdom.

References in this Schedule to an interest in shares are to an interest as a co-owner of shares.

It does not matter whether the shares are owned jointly or in common, or whether the interests of the co-owners are equal.

This paragraph explains what is meant by an asset related to shares in a company.

The references in this paragraph to an interest in a security or option have a meaning corresponding to that given by paragraph 29 in relation to an interest in shares.

In this Schedule “qualifying institutional investor” means a person falling within any of A to G below.

1. A

   Pension schemes

   The trustee or manager of—

   1. a

      a registered pension scheme, other than an investment-regulated pension scheme, or

   2. b

      an overseas pension scheme, other than one which would be an investment-regulated pension scheme if it were a registered pension scheme.

   “Investment-regulated pension scheme” has the same meaning as in Part 1 of Schedule 29A to the Finance Act 2004.

   “Overseas pension scheme” has the same meaning as in Part 4 of that Act.

2. B

   Life assurance businesses

   A company carrying on life assurance business, if immediately before the disposal its interest in the investing company is held as part of its long-term business fixed capital.

   “Life assurance business” has the meaning given in section 56 of the Finance Act 2012.

   Section 137 of that Act applies for the purposes of determining whether an interest forms part of the long-term business fixed capital of a company.

3. C

   Sovereign wealth funds etc

   A person who cannot be liable for corporation tax or income tax (as relevant) on the ground of sovereign immunity.

4. D

   Charities

   A charity.

5. E

   Investment trusts

   An investment trust.

6. F

   Authorised investment funds

   An authorised investment fund which meets the genuine diversity of ownership condition throughout the accounting period of the fund in which the disposal is made.

   “Authorised investment fund” has the same meaning as in the Authorised Investment Funds (Tax) Regulations 2006 (SI 2006/964).

   Regulation 9A of the Authorised Investment Funds (Tax) Regulations 2006 (genuine diversity of ownership) applies for this purpose.

7. G

   Exempt unauthorised unit trusts

   The trustees of an exempt unauthorised unit trust, where the trust meets the genuine diversity of ownership condition throughout the accounting period of the trust in which the disposal is made.

   Regulation 9A of the Authorised Investment Funds (Tax) Regulations 2006 (genuine diversity of ownership) applies for this purpose (treating references to an authorised investment fund as including an exempt unauthorised unit trust).

The Treasury may by regulations amend this Schedule so as to add or remove a person as a “qualifying institutional investor” (and may in particular do so by changing the conditions subject to which a person is a qualifying institutional investor).