SCHEDULE 5Enterprise management incentives
Part 3Qualifying companies
F1Meaning of “qualifying 90% subsidiary”
11B
(1)
A company (“the subsidiary”) is a qualifying 90% subsidiary of a company (“the holding company”) if the following conditions are met.
(2)
The conditions are—
(a)
that the holding company possesses not less than 90% of the issued share capital of, and not less than 90% of the voting power in, the subsidiary;
(b)
that the holding company would—
(i)
in the event of a winding up of the subsidiary, or
(ii)
in any other circumstances,
be beneficially entitled to not less than 90% of the assets of the subsidiary which would then be available for distribution to the shareholders of the subsidiary;
(c)
that the holding company is beneficially entitled to not less than 90% of any profits of the subsidiary which are available for distribution to the shareholders of the subsidiary;
(d)
that no person other than the holding company has control of the subsidiary; and
(e)
that no arrangements are in existence by virtue of which any of the conditions in paragraphs (a) to (d) would cease to be met.
(3)
Sub-paragraphs (4) to (10) of paragraph 11 (but not sub-paragraph (6)(b)) apply in relation to the conditions in sub-paragraph (2) above as they apply in relation to the conditions in sub-paragraph (2) of that paragraph.