12(1)In paragraph 11 (the “no material interest” requirement) references to a “material interest” in a company are to—U.K.
(a)a material interest in the share capital of the company, or
(b)a material interest in its assets.
(2)A material interest in the share capital of a company means—
(a)beneficial ownership of, or
(b)the ability to control (directly or through the medium of other companies or by any other indirect means),
more than 25% of the ordinary share capital of the company.
(3)A material interest in the assets of a company means—
(a)possession of, or
(b)an entitlement to acquire,
such rights as would, in the event of the winding up of the company or in any other circumstances, give an entitlement to receive more than 25% of the assets that would then be available for distribution among the participators.
(4)In this paragraph “participator” has the meaning given by section 417(1) of ICTA.
(5)This paragraph is supplemented by paragraph 13 (material interest: options etc.).