Section 1016 — Corporation Tax Act 2009: Conditions relating to shares acquired

Conditions relating to shares acquired 1016 1 Each of the following conditions must be met in relation to the shares acquired. Condition 1 The shares are ordinary shares that are fully paid-up and not redeemable. Condition 2 The shares are—

a shares of a class listed on a recognised stock exchange, b shares in a company that is not under the control of another company, ... c shares in a company that is under the control of a listed company , or d shares within subsection (1A) . Condition 3 The shares are shares in—

a the employing company, b a company that, when the option is obtained, is a parent company of the employing company, c a company that, when the option is obtained, is a member of a consortium that owns the employing company, d a company that, when the option is obtained, is a member of a consortium that owns a parent company of the employing company, e a company within subsection (2), or f a qualifying successor company (see section 1022). 1A Shares are within this subsection if—

a after the option is obtained, the company in which the shares are to be acquired (“ the relevant company ”) comes to be controlled by another company (“the takeover”),

b immediately before the takeover, the shares were within any of paragraphs (a) to (c) of Condition 2, c as a result of the takeover, the shares cease to be within any of those paragraphs, d the shares are acquired pursuant to the option within the period of 90 days beginning with the day of the takeover, and e the avoidance of tax is not the main purpose (or one of the main purposes) of the takeover.

2 A company (“company A”) is within this subsection if when the option is obtained—

a the employing company or a parent company of the employing company is a member of a consortium that owns another company (“company B”),

and b company A is—

i a member of that consortium or a parent company of a member of that consortium, and ii a member of the same commercial association of companies as company B.