SCHEDULE 1Rules for interpretation of regulation 7(2)
Shares or rights held “indirectly”I19
1
A person holds a share “indirectly” if the person has a majority stake in another person and that other person—
a
holds the share in question, or
b
is part of a chain of persons—
i
each of whom (other than the last) has a majority stake in the person immediately below it in the chain, and
ii
the last of whom holds the share.
2
A person holds a right “indirectly” if the person has a majority stake in another person and that other person—
a
holds that right, or
b
is part of a chain of persons—
i
each of whom (other than the last) has a majority stake in the person immediately below it in the chain, and
ii
the last of whom holds that right.
3
For these purposes, a person (“A”) has a “majority stake” in another person (“B”) if—
a
A holds a majority of the voting rights in B,
b
A is a member of B and has the right to appoint or remove a majority of the board of directors of B,
c
A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or
d
A has the right to exercise, or actually exercises, dominant influence or control over B.
4
In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a person (“A”) is to be treated as having the right to appoint a director if—
a
any person's appointment as director follows necessarily from that person's appointment as director of A, or
b
the directorship is held by A itself.