holding company

(as defined in section 736(1) of the Companies Act 1985 ("subsidiary", "holding company" and "wholly-owned subsidiary"))(in relation to another body corporate ("S")) a body corporate which:

1. (a) holds a majority of the voting rights in S; or
2. (b) is a member of S and has the right to appoint or remove a majority of its board of directors; or
3. (c) is a member of S and controls alone, under an agreement with other shareholders and members, a majority of the voting rights in S.1