If, in the course of or as part of an amalgamation of 2 or more building societies or a transfer of engagements from one building society to another, there is a disposal of an asset by one society to another, both shall be treated for the purposes of corporation tax on chargeable gains as if the asset were acquired from the one making the disposal for a consideration of such amount as would secure that on the disposal neither a gain nor a loss would accrue to the one making the disposal.
(1)This section and section 217 apply where there is a transfer of the whole of a building society’s business to a company (“the successor company”) in accordance with section 97 and the other applicable provisions of the M1Building Societies Act 1986.
(2)Where the society and the successor company are not members of the same group at the time of the transfer—
(a)they shall be treated for the purposes of corporation tax on capital gains as if any asset disposed of as part of the transfer were acquired by the successor company for a consideration of such amount as would secure that on the disposal neither a gain nor a loss would accrue to the society, and
(b)if because of the transfer any company ceases to be a member of the same group as the society, that event shall not cause section 178 or 179 to have effect as respects any asset acquired by the company from the society or any other member of the same group.
(3)Where the society and the successor company are members of the same group at the time of the transfer but later cease to be so, that later event shall not cause section 178 or 179 to have effect as respects—
(a)any asset acquired by the successor company on or before the transfer from the society or any other member of the same group, or
(b)any asset acquired from the society or any other member of the same group by any company other than the successor company which is a member of the same group at the time of the transfer.
(4)Subject to subsection (6) below, where a company which is a member of the same group as the society at the time of the transfer—
(a)ceases to be a member of that group and becomes a member of the same group as the successor company, and
(b)subsequently ceases to be a member of that group,
section 178 or 179 shall have effect on that later event as respects any relevant asset acquired by the company otherwise than from the successor company as if it had been acquired from the successor company.
(5)In subsection (4) above “relevant asset” means any asset acquired by the company—
(a)from the society, or
(b)from any other company which is a member of the same group at the time of the transfer,
when the company and the society, or the company, the society and the other company, were members of the same group.
(6)Subsection (4) above shall not apply if the company which acquired the asset and the company from which it was acquired (one being a 75 per cent. subsidiary of the other) cease simultaneously to be members of the same group as the successor company but continue to be members of the same group as one another.
(7)For the purposes of this section “group” shall be construed in accordance with section 170.
Marginal Citations
(1)Where, in connection with the transfer, there are conferred on members of the society—
(a)any rights to acquire shares in the successor company in priority to other persons, or
(b)any rights to acquire shares in that company for consideration of an amount or value lower than the market value of the shares, or
(c)any rights to free shares in that company,
any such right so conferred on a member shall be regarded for the purposes of tax on chargeable gains as an option (within the meaning of section 144) granted to, and acquired by, him for no consideration and having no value at the time of that grant and acquisition.
(2)Where, in connection with the transfer, shares in the successor company are issued by that company, or disposed of by the society, to a member of the society, those shares shall be regarded for the purposes of tax on chargeable gains—
(a)as acquired by the member for a consideration of an amount or value equal to the amount or value of any new consideration given by him for the shares (or, if no new consideration is given, as acquired for no consideration); and
(b)as having, at the time of their acquisition by the member, a value equal to the amount or value of the new consideration so given (or, if no new consideration is given, as having no value);
but this subsection is without prejudice to the operation of subsection (1) above, where applicable.
(3)Subsection (4) below applies in any case where—
(a)in connection with the transfer, shares in the successor company are issued by that company, or disposed of by the society, to trustees on terms which provide for the transfer of those shares to members of the society for no new consideration; and
(b)the circumstances are such that in the hands of the trustees the shares constitute settled property.
(4)Where this subsection applies, then, for the purposes of tax on chargeable gains—
(a)the shares shall be regarded as acquired by the trustees for no consideration;
(b)the interest of any member in the settled property constituted by the shares shall be regarded as acquired by him for no consideration and as having no value at the time of its acquisition;
(c)where a member becomes absolutely entitled as against the trustees to any of the settled property, both the trustees and the member shall be treated as if, on his becoming so entitled, the shares in question had been disposed of and immediately reacquired by the trustees, in their capacity as trustees within section 60(1), for a consideration of such an amount as would secure that on the disposal neither a gain nor a loss would accrue to the trustees (and accordingly section 71 shall not apply in relation to that occasion); and
(d)on the disposal by a member of an interest in the settled property, other than the disposal treated as occurring for the purposes of paragraph (c) above, any gain accruing shall be a chargeable gain (and accordingly section 76(1) shall not apply in relation to the disposal).
(5)Where, in connection with the transfer, the society disposes of any shares in the successor company, then, for the purposes of this Act, any gains arising on the disposal shall not be chargeable gains.
(6)In this section—
“”, in relation to a member of the society, means any shares issued by the successor company, or disposed of by the society, to that member in connection with the transfer but for no new consideration;
“member”, in relation to the society, 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—
consideration provided directly or indirectly out of the assets of the society; or
consideration derived from a member’s shares or other rights in the society.
(7)References in this section to the case where a member becomes absolutely entitled to settled property as against the trustees shall be taken to include references to the case where he would become so entitled but for being an infant or otherwise under disability.