consolidation Article 12(1) relationship

a relationship between an undertaking (“U1”) and one or more other undertakings (“U2”) which satisfies the following conditions.

1. (a) U1 and U2 are not connected in the manner described in section 1162; and
1. (b) either:
   1. (i) U1 and U2 are managed on a unified basis pursuant to a contract with U1, or provisions in the U2’s memorandum or articles of association; or
   1. (ii) the administrative, management or supervisory bodies of U2 consist, for the major part, of the same persons in office as U1 during the financial year of U1 for which it is being decided whether such a relationship exists.