Content Options:

Add to favourites

View Options:

More Resources:

External link Handbook Publications

You are viewing the version of the document as on 2024-05-31.

associate

  1. 103134
    1. (1) (in LR,155 in relation to a director, substantial shareholder, or person exercising significant influence155 who is an individual) and (in DTR, in relation to a related party who is an individual)155:
      1. (a) that individual's spouse, civil partner or child (together the "individual's family");
      2. (b) the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons, all or most of whom are related parties;
      3. (c) any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able:
        1. (i) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or
        2. (ii) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;
      4. (d) any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control:
        1. (i) a voting interest greater than 30% in the partnership; or
        2. (ii) at least 30% of the partnership.
        For the purpose of paragraph (c), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
    2. (2) (in LR,155 in relation to a substantial shareholder or person exercising significant influence which is a company) and (in DTR, in relation to a related party which is a company)155:
      1. (a) any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
      2. (b) any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's, directions or instructions;
      3. (c) any company in the capital of which the substantial shareholder or person exercising significant influence and any other company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (1)(c)(i) or (ii) of this definition
    3. (2A) (in CONC or in relation to a credit-related regulated activity), as defined in article 60L of the Regulated Activities Order, in relation to a person ("P"):
      1. (a) where P is an individual any person who is or who has been:
        1. (i) P's spouse or P's civil partner;
        2. (ii) a relative104 of P, P's spouse or P's civil partner;
        3. (iii) the spouse or civil partner of a relative104 of P or P's spouse or civil partner;
        4. (iv) if P is a member of a partnership, any of P's partners and the spouse or civil partner of any such person;
      2. (b) where P is a body corporate:
        1. (i) any person who is a controller ("C") of P;
        2. (ii) any other person for whom C is a controller.
    4. (3) (except in LR or in relation to a credit-related regulated activity) (in relation to a person ("A")):
      1. (a) an affiliated company of A;
      2. (b) an appointed representative of A, or a tied agent of A, or of any affiliated company of A;
      3. (c) any other person whose business or domestic relationship with A or his associate might reasonably be expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with third parties.
    5. 110(4) (in LR) (when used in the context of a controlling shareholder who is an individual):
      1. (a) that individual's spouse, civil partner or child (together "the individual's family");
      2. (b) the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders);
      3. (c) any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able:
        1. (i) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or
        2. (ii) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;
      4. (d) any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control:
        1. (i) a voting interest greater than 30% in the partnership; or
        2. (ii) at least 30% of the partnership.
      For the purpose of paragraph (c), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder.
    6. 110(5) (in LR) (when used in the context of a controlling shareholder which is a company):
      1. (a) any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
      2. (b) any company whose directors are accustomed to act in accordance with the controlling shareholder's directions or instructions;
      3. (c) any company in the capital of which the controlling shareholder and any other company under paragraph (a) or (b) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (4)(c)(i) or (ii) of this definition;