Companies Act 2014 section 103

Supplemental provisions in relation to section 102

Section 103 sets out the exceptions to the general prohibition in section 102, allowing a private limited subsidiary to subscribe for, acquire or hold shares in its parent public company in certain specified circumstances.

• A private limited subsidiary may hold shares in its parent public company when acting as a personal representative or trustee, provided the parent company or its subsidiaries do not hold a beneficial interest under the trust (unless that interest is merely security for a lending transaction in the ordinary course of business).
• Shares may be allotted to or held by a private limited subsidiary in the circumstances described in section 113(6), but if this causes the parent public company to exceed its treasury share limit under section 109(1), the subsidiary must dispose of the excess shares within a relevant period of three years.
• A private limited subsidiary may subscribe for, acquire or hold shares in its parent public company where it does so on behalf of a third party who is neither the parent public company nor any subsidiary of that parent.
• A private limited subsidiary that is a member of an authorised market operator may hold shares in its parent public company when acting as a professional dealer in securities in the normal course of its business.