CTM81015 - Groups & consortia: groups - entitlement to profits or assets available for distribution: convertible shares and securities
CTA10/S162
A share in a company:
- can still be a restricted preference share, and
-
a loan to a company can still be a normal commercial loan,even though it is convertible, provided the rights are to convert into:
- shares or securities in a quoted unconnected company or the company’s quoted parent company, or
- shares which meet all of certain conditions, or
-
securities which meet all of certain conditions.The conditions for shares are that they:
- are not convertible except into shares or securities in the company’s quoted parent company, and
- do not carry rights to the acquisition of any additional shares or securities, and
-
satisfy the conditions in the first, third and fourth bullets under fixed rate preference shares in CTM81010.The conditions for securities are that they are securities which:
- represent a loan of, or including, new consideration, and
- are not convertible, except into shares or securities in a quoted unconnected company or the company’s quoted parent company, and
- do not carry rights to the acquisition of any additional shares or securities, and
-
satisfy the conditions of the third and fourth bullets of normal commercial loan in CTM81010.Example
N Plc is Company C’s ‘quoted parent company’ if:
- Company C is a 75% subsidiary of N Plc,
- N Plc is not a 75% subsidiary of any company, and
- N Plc’s ordinary shares (of all classes if more than one) are quoted on a recognised stock exchange (CTM60310 (g)).