Section 528ZA — Corporation Tax Act 2010: Listing requirement: ownership by institutional investors

Listing requirement: ownership by institutional investors 528ZA 1 This section applies for the purposes of section 528(3)(b) (listing requirement where at least 70% of shares are owned by institutional investors).

2 A person “owns” ordinary share capital if the person owns it—

a directly, b indirectly, or c partly directly and partly indirectly.

3 Sections 1155 to 1157 (meaning of “indirect ownership” and calculation of amounts owned indirectly) apply for the purposes of subsection (2) .

4 For the purposes of sections 1155 to 1157 as applied by subsection (3) , treat references to a body corporate as including—

a an exempt unauthorised unit trust, b anything which is included in references to a body corporate for the purposes of paragraph 46 of Schedule 5AAA to the TCGA 1992 (UK property rich collective investment vehicles etc) (see sub-paragraph (12) of that paragraph),

and c an authorised contractual scheme which is a co-ownership scheme, and, in relation to an entity within paragraph (a) , (b) or (c) , references to ordinary share capital are to be treated as references to units or other corresponding interests in the entity concerned.

5 A person is also to be regarded as owning ordinary share capital in a company in circumstances where the person would be regarded as holding shares in a company under paragraphs 12 and 13 of Schedule 7AC to TCGA 1992 (exemptions for disposals by companies with substantial shareholding).

6 Where the assets of a partnership include ordinary share capital of a company, each partner is to be regarded as owning a proportion of that share capital equal to the partner’s proportionate interest in that ordinary share capital.

7 But subsection (6) does not apply in relation to a limited partnership if a person acting on behalf of it would be an institutional investor as a result of section 528(4A)(c) .

8 In subsection (4) — “authorised contractual scheme” and “co-ownership scheme” have the meanings given by sections 237(3) and 235A, respectively, of FISMA 2000; “ exempt unauthorised unit trust ” has the same meaning as in the Unauthorised Unit Trusts (Tax) Regulations 2013 ( S.I. 2013/2819 ).