Part 23 Company distributions

Chapter 2 Matters which are distributions

Distributions in respect of special securities

1015 Meaning of “special securities”
(1) Securities of a company are special securities for the purposes of paragraph F in section 1000(1) if they meet any of conditions A to E.
(2) Condition A is that the securities are issued as described in paragraph D in section 1000(1) (securities issued otherwise than for new consideration).
(3) Condition B is that—
(a) the securities—
(i) are convertible (directly or indirectly) into shares in the company, or
(ii) carry a right to receive shares in or securities of the company, and
(b) the securities are neither listed on a recognised stock exchange nor issued on terms which are reasonably comparable with the terms of issue of securities listed on a recognised stock exchange.
(4) Condition C is that under the securities the consideration given by the company for the use of the principal secured depends (to any extent) on the results of—
(a) the company's business, or
(b) any part of the company's business.
(5) Condition D is that the securities are connected with shares in the company (see section 1017(2)).
(6) Condition E is that the securities are equity notes—
(a) issued by the company (“the issuing company”), and
(b) held by a company which—
(i) is associated with the issuing company, or
(ii) is a funded company (see section 1017(3)).