Legislation – Finance Act 2026

“89CSection 87: UK listing relief

(1)

Section 87 does not apply as regards an agreement to transfer chargeable securities in a listed company—

(a)

that was first listed after the beginning of the period of 3 years ending with the relevant day, and

(b)

whose shares are admitted to trading on a UK regulated market,

if none of the following exclusions apply.

(2)

Exclusion A (listed company mergers) applies if the listing referred to in subsection (1)(a) was connected to arrangements by which—

(a)

a listed company took control of another listed company,

(b)

a company took control of two or more listed companies, or

(c)

two or more listed companies merged all or substantially all of their businesses.

(3)

Exclusion B (new holding company) applies if—

(a)

the listing referred to in subsection (1)(a) was connected to arrangements by which the company took control of another company, and

(b)

immediately before those arrangements, the other company was—

(i)

listed other than by reference to depositary interests, and

(ii)

controlled by the person or persons who, at the time of the listing referred to in subsection (1)(a), controlled the company.

(4)

Exclusion C (change of control) applies if—

(a)

during the period beginning with the listing referred to in subsection (1)(a) and ending with the relevant day, there was a change of control in the company, or

(b)

the agreement to transfer forms part of arrangements changing control in the company.

(5)

In subsection (1)(a), the reference to a company being first listed is a reference to—

(a)

in the case of a company falling within subsection (6), the company first making a regulatory announcement to the effect that it has taken control of a company as described in subsection (6)(b), or

(b)

in other cases, shares in the company being admitted to the official list at a time when no other shares of the company were included in the official list.

(6)

A company falls within this subsection if—

(a)

shares in the company were admitted to the official list at a time when the company’s assets consisted wholly or mainly of cash or short-dated securities, and

(b)

the shares were admitted with a view to the company taking control of an unlisted company before the end of a certain period.

(7)

In this section—

(a)

a reference to a company being listed is a reference to shares in the company being included in the official list;

(b)

a reference to shares being included in the official list is a reference to shares—

(i)

being included in the official list in accordance with Part 6 of the Financial Services and Markets Act 2000 (“FSMA”) (see section 74 of that Act), or

(ii)

not being included only by reason of suspension under that Part;

(c)

a reference to shares being admitted to the official list has the same meaning as in that Part;

(d)

a reference to shares includes a reference to depositary interests in shares.

(8)

In this section—

“arrangements” includes any preliminary steps taken in connection with arrangements;

“control” has the meaning given in section 1124 of the Corporation Tax Act 2010;

“depositary interest” has the meaning given in regulations made under section 119 of the Finance Act 1999 (power to exempt UK depositary interests in foreign securities);

“regulatory announcement” means an announcement required by, and made in accordance with, Part 6 rules made under section 73A of FSMA;

“relevant day” has the meaning given in section 87(3);

“UK regulated market” has the same meaning as in Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (see Article 2(13A)).”