(1) Where a parent company prepares Companies Act group accounts, all the subsidiary undertakings of the company must be included in the consolidation, subject to the following exceptions.
(2) A subsidiary undertaking may be excluded from consolidation if its inclusion is not material for the purpose of giving a true and fair view (but two or more undertakings may be excluded only if they are not material taken together).
(3) A subsidiary undertaking may be excluded from consolidation where—
(a) severe long-term restrictions substantially hinder the exercise of the rights
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