[2025] EWHC 2036 (Comm)

Regulation 7 of the UK Regulations provides:

“7.— Meaning of "owned or controlled directly or indirectly"

(1)

A person who is not an individual ("C") is "owned or controlled directly or indirectly" by another person ("P") if either of the following two conditions is met (or both are met).

(2)

The first condition is that P—

(a)

holds directly or indirectly more than 50% of the shares in C,

(b)

holds directly or indirectly more than 50% of the voting rights in C, or

(c)

holds the right directly or indirectly to appoint or remove a majority of the board of directors of C.

(3)

Schedule 1 contains provision applying for the purpose of interpreting paragraph (2).

(4)

The second condition is that it is reasonable, having regard to all the circumstances, to expect that P would (if P chose to) be able, in most cases or in significant respects, by whatever means and [...] whether directly or indirectly, to achieve the result that affairs of C are conducted in accordance with P's wishes.

Paragraph 3 of Schedule 1 provides:

“(1)

If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated as holding the combined shares or rights of both of them.

(2)

A "joint arrangement" is an arrangement between the holders of shares or rights that they will exercise all or substantially all the rights conferred by their respective shares or rights jointly in a way that is pre-determined by the arrangement.

(3)

"Arrangement" has the meaning given by paragraph 12.”

Paragraph 11 of Schedule 1 provides:

“(1)

Where a person controls a right, the right is to be treated as held by that person (and not by the person who in fact holds the right, unless that person also controls it).

(2)

A person "controls" a right if, by virtue of any arrangement between that person and others, the right is exercisable only—

(a)

by that person,

(b)

in accordance with that person's directions or instructions, or

(c)

with that person's consent or concurrence.”

Paragraph 12 of Schedule 1 provides that:

“Arrangement" includes—

(a)

any scheme, agreement or understanding, whether or not it is legally enforceable, and

(b)

any convention, custom or practice of any kind.”