(1) In this section -
"assurance company" means-
(a) an assurance company within the meaning of section 3 of the Insurance Act 1936, or
(b) a person that holds an authorisation -
(i) within the meaning of the European Communities (Life Assurance) Framework Regulations 1994 (S.I. No. 360 of 1994), or
(ii) under the European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015), in respect of insurance of a class listed in Schedule 2 to those Regulations;
"free shares", in relation to a member of the assurance company, means any shares issued by the successor company to that member in connection with the arrangement but for no new consideration;
"member", in relation to the assurance company, means a person who is or has been a member of it, in that capacity, and any reference to a member includes a reference to a member of any particular class or description;
"new consideration" means consideration other than -
(a) consideration provided directly or indirectly out of
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