Extract to table

For the SSE to apply, the following principal conditions must be satisfied: (a) The disposing company must be a "trading company" or a member of a "trading group," or, following amendments introduced by Finance (No

2) Act 2017 for disposals on or after April 1, 2017, the condition relating to the investing company is relaxed where the company invested in is a "qualifying institutional investor" (broadly, a company owned by pension funds, sovereign wealth funds, or similar qualifying entities — this exception is unlikely to be relevant for most Cloudium corporate shareholders); (b) The company whose shares are being disposed of (Cloudium) must be a "trading company" or the holding company of a "trading group" immediately after the disposal, or must have ceased to satisfy that condition within the 12 months preceding the disposal as a result of the disposal itself; (c) The disposing company must have held at least 10% of the ordinary share capital of Cloudium for a continuous period of at least 12 months within the two years preceding the disposal

If any post-Closing restructuring involves the migration of intellectual property from Cloudium UK (or to Cloudium UK from another jurisdiction), the transfer must be effected at arm's length

Any such fees must be at arm's length, and Cloudium UK must receive genuine services commensurate with the fees charged