single-company holding vehicle

197a single body corporate which:

1. (1) is only able to carry on the following activities:
   1. (a) issuing debentures or preference shares for the purpose of investing the proceeds in shares or debentures issued by a single company (without prejudice to the single-company holding vehicle’s ability to constitute itself);
   2. (b) investing the total proceeds of the debentures or preference shares it issues in shares or debentures issued by a single company and no other company and having no discretion in relation to the proceeds of the issue;
   3. (c) paying returns to holders of the debentures or preference shares in sums equal to any income it receives from the shares or debentures it owns (issued by the single company), including income from any sale of the shares or debentures, on a pro rata basis, less any reasonable fees (without prejudice to relevant legislation governing companies and taxation); and
2. (2) has adequate arrangements in place to ensure that:
   1. (a) the proceeds of the issue are protected and not used for any purpose outside of (1)(b) above; and
   2. (b) either:
      1. (i) income from the single company is held by the single-company holding vehicle on trust for holders of the debentures or preference shares on terms that ensure that those investors receive the full amount they are entitled to according to (1)(c) above; or
      2. (ii) the holders of the debentures or preference shares have security over the income from the single company on terms that ensure that those investors receive the full amount they are entitled to according to (1)(c) above; and
3. (3) ensures that neither the single company, nor members of its group, will use any of the monies received from the single-company holding vehicle directly or indirectly for one or more of the purposes in COBS 4.14.20R(2) as modified by limb (b) of the single company Glossary definition.