[F1[F2Subsidiary exemption: qualifying institutional investorsU.K.
Textual Amendments
F1Sch. 7AC inserted (with effect in accordance with s. 44(3)(4) of the amending Act) by Finance Act 2002 (c. 23), Sch. 8 para. 1
F2Sch. 7AC paras. 3A, 3B and cross-heading inserted (with effect in accordance with s. 28(7) of the amending Act) by Finance (No. 2) Act 2017 (c. 32), s. 28(2)
3A(1)This paragraph applies in relation to a gain or loss accruing to a company (“the investing company”) on a disposal of shares or an interest in shares in another company (“the company invested in”).U.K.
(2)This paragraph applies if—
(a)the requirement in paragraph 7 is met (substantial shareholder requirement),
(b)the requirement in paragraph 19 is not met (requirement relating to company invested in), and
(c)the investing company is not a disqualified listed company.
(3)If, immediately before the disposal, 80% or more of the ordinary share capital of the investing company is owned by qualifying institutional investors, no chargeable gain or loss accrues on the disposal.
(4)If, immediately before the disposal, at least 25% but less than 80% of the ordinary share capital of the investing company is owned by qualifying institutional investors, the amount of the chargeable gain or loss accruing on the disposal is reduced by the percentage of the ordinary share capital of the investing company which is owned by the qualifying institutional investors.
(5)A company is a “disqualified listed company” for the purposes of this Part of this Schedule if—
(a)any of the shares forming part of the ordinary share capital of the company are listed on a recognised stock exchange,
(b)the company is not a qualifying institutional investor, and
(c)the company is not a qualifying UK REIT
(6)In sub-paragraph (5)(c) “qualifying UK REIT” means a UK REIT within the meaning of Part 12 of CTA 2010 which—
(a)meets the condition in section 528(4)(b) of that Act (company not a close company by virtue of having an institutional investor as a participant), or
(b)by virtue of section 443 of that Act (companies controlled by or on behalf of Crown) is not treated as a close company.
3B(1)This paragraph applies for the purposes of paragraph 3A.U.K.
(2)A person “owns” ordinary share capital if the person owns it—
(a)directly,
(b)indirectly, or
(c)partly directly and partly indirectly.
(3)Sections 1155 to 1157 of CTA 2010 (meaning of “indirect ownership” and calculation of amounts owned indirectly) apply for the purposes of sub-paragraph (2).
(4)For the purposes of sections 1155 to 1157 of CTA 2010 as applied by sub-paragraph (3)—
(a)ordinary share capital may not be owned through a disqualified listed company;
(b)treat references to a body corporate as including an exempt unauthorised unit trust (and references to ordinary share capital, in the case of such a trust, as references to units in the trust).
(5)A person is also to be regarded as owning ordinary share capital in a company in circumstances where a person would, under paragraphs 12 and 13 of this Schedule, be regarded as holding shares in a company.
(6)Where the assets of a partnership include ordinary share capital of a company, each partner is to be regarded as owning a proportion of that share capital equal to the partner's proportionate interest in that ordinary share capital.
(7)In this Schedule “exempt unauthorised unit trust” has the same meaning as in the Unauthorised Unit Trusts (Tax) Regulations 2013 (SI 2013/2819).]]