eligible shares in a qualifying company for which he has subscribed F3wholly in cash are issued to him and, under section 291, he qualifies for relief in respect of those shares,

at the time when they are issued the shares are fully paid up (disregarding for this purpose any undertaking to pay cash to the company at a future date),

the shares F5and all other shares comprised in the same issue are issued in order to raise money for the purpose of a qualifying business activity,

the requirements of subsection (1A) below are satisfied in relation to the company, and

the money raised by the issue is employed not later than the time mentioned in subsection (3) below wholly for the purpose of F7the activity mentioned in paragraph (b) above.

would be F10a company falling within paragraph (a) above if its purposes were disregarded to the extent that they consist in the carrying on of activities such as are mentioned in section 293(3D)(a) and (b) and (3E)(a), or

is a F1190 per cent. subsidiary of the qualifying company and falls within subsection (1B) below.

apart from purposes capable of having no significant effect (other than in relation to incidental matters) on the extent of its activities, it exists wholly for the purpose of carrying on activities such as are mentioned in section 293(3D)(b); or

it has no profits for the purposes of corporation tax and no part of its business consists in the making of investments.

the end of the period of twelve months beginning with the issue of the eligible shares, or

in the case of money raised only for the purpose referred to in subsection (2)(a) above, the end of that period or, if later, the end of the period of twelve months beginning when the company or subsidiary concerned begins to carry on the qualifying trade,

throughout the period of three years beginning with the date on which the shares were issued, the company or any subsidiary holds an exploration licence which was granted to it, or to another subsidiary,

the exploration is carried out solely within the area to which the licence applies, and

on the date on which the shares were issued, neither the company nor any subsidiary held an appraisal licence or a development licence relating to that area or any part of that area.

the references in subsection (2) of that section to 75 per cent. were references to 90 per cent.; and

subsection (4) of that section were omitted.

an amount equal to tax at the lower rate for the current year on the amount or, as the case may be, the aggregate of the amounts subscribed for eligible shares issued in that year in respect of which he is eligible for relief, and

the amount which reduces his liability to nil.

which are issued before 6th October in the current year, and

in respect of the amount subscribed for which the individual is eligible for relief,

any income tax reduction under Chapter I of Part VII of this Act or under section 347B,

any income tax reduction under section 353(1A),

any income tax reduction under section 54(3A) of the Finance Act 1989,

any relief by way of a reduction of liability to tax which is given in accordance with any arrangements having effect by virtue of section 788 or by way of a credit under section 790(1), or

any tax at the basic rate on so much of that person’s income as is income the income tax on which he is entitled to charge against any other person or to deduct, retain or satisfy out of any payment.

in the case of shares issued for the purpose of a qualifying business activity falling within paragraph (a) of section 289(2), the company or subsidiary concerned has carried on the trade for four months,

in the case of shares issued for the purpose of a qualifying business activity falling within paragraph (b) of that subsection or within both paragraph (a) and paragraph (b) of that subsection, the company or subsidiary concerned has carried on the research and development for four months, and

in the case of shares issued for the purpose of a qualifying business activity falling within paragraph (c) of that subsection, the company or subsidiary concerned has carried on the exploration for four months.

the company or subsidiary concerned, by reason of its being wound up, or dissolved without winding up, carries on a trade for a period shorter than four months, and

it is shown that the winding up or dissolution was for bona fide commercial reasons and not as part of a scheme or arrangement the main purpose or one of the main purposes of which was the avoidance of tax,

where the reduction is given by reason of an issue of shares made (or treated as made) in the current year, the amount of the reduction shall be attributed to that issue, and

a proportionate part of that amount shall be attributed to each share comprised in the original issue, and

are issued in respect of the shares comprised in the original issue; and

are of the same class, and carry the same rights, as those shares.

where it falls to be withdrawn, the relief attributable to each of the shares in question shall be reduced to nil, and

where it falls to be reduced by any amount, the relief attributable to each of the shares in question shall be reduced by a proportionate part of that amount.

he subscribes for the shares on his own behalf, and

subject to section 291A(4), he is not at any time in F27the seven year period connected with the company (whether before or after its incorporation).

an employee of, or of a partner of, the issuing company or any subsidiary,

a partner of the issuing company or any subsidiary, or

subject to section 291A, a director of, or of a company which is a partner of, the issuing company or any subsidiary,

references (however expressed) to him in his capacity as a director of the company include him in his capacity as an employee of the company, but

(apart from that) he is not to be treated as an employee of the company.

receives a payment from the issuing company or a related person during F32the seven year period, or

is entitled to receive such a payment in respect of that period or any part of it.

any reference to a payment to an individual includes a payment made to him indirectly or to his order or for his benefit.

any payment or reimbursement of travelling or other expenses wholly, exclusively and necessarily incurred by him or his associate in the performance of his duties as a director,

any interest which represents no more than a reasonable commercial return on money lent to the issuing company or a related person,

any dividend or other distribution which does not exceed a normal return on the investment,

any payment for the supply of goods which does not exceed their market value,

any payment of rent for any property occupied by the issuing company or a related person which does not exceed a reasonable and commercial rent for the property, and

he is so connected by reason only of his, or his associate’s, being a director of, or of a company which is a partner of, the issuing company or a subsidiary in receipt of, or entitled to receive, remuneration as such, and

the following conditions are satisfied;

in relation to the director (whether he is the subscriber or his associate), his remuneration, or the remuneration to which he is entitled, (leaving out of account any reasonable and necessary remuneration falling within subsection (3)(f) above) consists only of remuneration which is reasonable remuneration for services rendered to the company of which he is a director in his capacity as such,

where the issue of the relevant shares did not satisfy paragraph (b) above, they were not issued after the end of the period of five years beginning with the date of the latest issue of eligible shares which satisfied that paragraph,

the issued ordinary share capital of the company or any subsidiary,

the loan capital and issued share capital of the company or any subsidiary, or

the voting power in the company or any subsidiary.

the persons who are equity holders of the company in question, and

the percentage of the assets of the company in question to which the individual would be entitled,

has not issued any shares other than subscriber shares; and

has not begun to carry on, or to make preparations for carrying on, any trade or business.

for any money borrowed or capital assets acquired by the company,

for any right to receive income created in favour of the company, or

for consideration the value of which to the company was (at the time when the debt was incurred) substantially less than the amount of the debt (including any premium on it).

the date on which the shares are issued; or

if later, the date on which the company begins to carry on the trade.

the persons to whom a trade belongs, and (where a trade belongs to two or more persons) their respective shares in that trade, shall be determined in accordance with section 344(1)(a) and (b), (2) and (3); and

any interest, rights or powers of a person who is an associate of another person shall be treated as those of that other person.

references to a company’s trade include references to the trade of F41any company which is a 51 per cent. subsidiary of that company on the date referred to in subsection (2) above; and

“trade” in the expressions “another trade”, “other trade” and “trade carried on by the other company” includes any business, profession or vocation.

a company which exists wholly for the purpose of carrying on one or more qualifying trades or which so exists apart from purposes capable of having no significant effect (other than in relation to incidental matters) on the extent of the company’s activities, or

the parent company of a trading group.

it has one or more subsidiaries;

each of its subsidiaries is a qualifying subsidiary of the company; and

the requirements of subsection (3B) below are fulfilled by what would be the business of the company and its subsidiaries if all the activities, taken together, of the company and its subsidiaries were regarded as one business.

activities falling within section 297(2)(a) to (g) but not within subsection (3C) below; and

activities F46(other than research and development and oil exploration) carried on otherwise than in the course of a trade.

the receiving of royalties or licence fees in circumstances where F47the requirements mentioned in paragraphs (a) and (b) of section 297(4) or (5) are F47the requirement mentioned in section 297(4) is satisfied in relation to the company receiving them;

the letting of ships, other than oil rigs or pleasure craft, on charter in circumstances where the requirements mentioned in paragraphs (a) to (d) of section 297(6) are satisfied in relation to the company so letting them.

the holding of shares in or securities of, or the making of loans to, one or more of the company’s subsidiaries; or

the making of loans to the company; or

in the case of a mainly trading subsidiary, activities carried on otherwise than in pursuance of its main purpose.

“mainly trading subsidiary” means a subsidiary which, apart from purposes capable of having no significant effect (other than in relation to incidental matters) on the extent of its activities, exists wholly for the purpose of carrying on one or more qualifying trades; and

that purpose shall be taken to be its main purpose.

F50. . . the winding up or dissolution is for bona fide commercial reasons and not part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax; and

the company’s net assets, if any, are distributed to its members or dealt with as bona vacantia before the end of the relevant period or, in the case of a winding up, the end (if later) of three years from the commencement of the winding up.

must not exceed £15 million immediately before the issue of the eligible shares; and

must not exceed £16 million immediately afterwards.

in relation to a time when the company did not have any qualifying subsidiaries, to the value of the gross assets of the company at that time; and

in relation to any other time, to the aggregate value at that time of the gross assets of all the companies in the company’s group.

at any time in the relevant period control (or together with any person connected with it control) another company or be under the control of another company (or another company and any other person connected with that other company), or

at any such time be a 51 per cent. subsidiary of another company or itself have a 51 per cent. subsidiary,

the value of the interests in land held by the company at that time; or

where lower, the value of the interests in land which were held by the company immediately after the issue of the shares (adjusted in accordance with section 295);

the amount of any debts of the company which are secured on any of those interests (including any debt secured by a floating charge on property which comprises any of those interests);

the amount of any unsecured debts of the company which do not fall due for payment before the expiry of the period of 12 months beginning with that date; and

the amount paid up in respect of those shares of the company (if any) which carry a present or future preferential right to the company’s assets on its winding up.

the interest of a creditor (other than a creditor in respect of a rentcharge) whose debt is secured by way of a mortgage, an agreement for a mortgage or a charge of any kind over land; or

in Scotland, the interest of a creditor in a charge or security of any kind over land.

it shall be assumed that there is no source of mineral deposits in the land of a kind which it would be practicable to exploit by extracting them from underground otherwise than by means of opencast mining or quarrying; and

any borehole on the land shall be disregarded if it was made in the course of oil exploration.

that interest shall, for the purposes of this section and sections 295 and 296, be treated as an interest in land held by the company; but

its value at any time shall, for those purposes, be taken to be such fraction of its value (apart from this subsection) as is equal to the fraction of the assets of the partnership to which the company would be entitled if the partnership were dissolved at that time.

deducting any consideration received by the company on the disposal of any of the original or later interests or on the grant by the company of any interest in land out of any of those interests;

deducting any consideration otherwise derived by the company from its ownership of any of the original or later interests.

the cost of an interest in land acquired by a company shall be taken to be the amount or value of the consideration given by the company, or on its behalf, wholly and exclusively for the acquisition of the interest;

consideration shall be brought into account without any discount for the postponement of the right to receive any part of it; and

the grant of an interest in land out of any of the original interests shall be treated as a disposal of the original interest in question.

the interest of a company as lessee under a lease (“the lease”) falls to be valued at any time for the purposes of section 294 or the cost of acquiring that interest falls to be calculated for the purposes of this section; and

the aggregate amount of the rent payable by the lessee under the lease before the end of the relevant period exceeds that which would be so payable under a lease of the premises at a full market rent (but otherwise on the same terms and conditions as the lease);

shall not have effect to deny relief in relation to those shares if the aggregate of that amount and of all other amounts (if any) so raised within the period of 12 months ending with the date of that issue does not exceed £50,000; and

where that aggregate exceeds £50,000, shall have effect to deny relief only in relation to the excess.

at any time within the relevant period, the company in question or any of its subsidiaries carries on any trade or part of a trade in partnership, or as a party to a joint venture, with one or more other persons; and

that other person, or at least one of those other persons, is a company;

in a case where the same body of General Commissioners has jurisdiction with respect to all the claimants, those Commissioners, unless all the claimants agree that the question should be determined by the Special Commissioners;

in a case where different bodies of General Commissioners have jurisdiction with respect to the claimants, such of those bodies as the Board may direct, unless all the claimants agree that the question should be determined by the Special Commissioners;

in any other case, the Special Commissioners.

dealing in F65land, in commodities or futures or in shares, securities or other financial instruments;

dealing in goods otherwise than in the course of an ordinary trade of wholesale or retail distribution;

banking, insurance, money-lending, debt-factoring, hire-purchase financing or other financial activities;

oil extraction activities;

leasing (including letting ships on charter or other assets on hire) or receiving royalties or licence fees;

providing legal or accountancy services;

property development;

farming or market gardening;

holding, managing or occupying woodlands, any other forestry activities or timber production;

operating or managing hotels or comparable establishments or managing property used as an hotel or comparable establishment;

operating or managing nursing homes or residential care homes, or managing property used as a nursing home or residential care home;

providing services or facilities for any trade carried on by another person F67(other than a company of which the company providing the services or facilities is the subsidiary) which consists to any substantial extent of activities within any of paragraphs (a) to F68(fe) above and in which a controlling interest is held by a person who also has a controlling interest in the trade carried on by the company;

F69. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F69. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

a trade of wholesale distribution is one in which the goods are offered for sale and sold to persons for resale by them, or for processing and resale by them, to members of the general public for their use or consumption;

a trade of retail distribution is one in which the goods are offered for sale and sold to members of the general public for their use or consumption;

all royalties and licence fees received by it in that period are in respect of films produced by it in that period or sound recordings in relation to such films or other products arising from such films.

the company carrying on the trade is engaged in research and development throughout the relevant period; and

all royalties and licence fees received by it in that period are attributable to research and development which it has carried out.

every ship let on charter by the company carrying on the trade is beneficially owned by the company;

every ship beneficially owned by the company is registered in the United Kingdom; and

throughout the relevant period the company is solely responsible for arranging the marketing of the services of its ships; and

the conditions mentioned in subsection (7) below are satisfied in relation to every letting on charter by the company;

the letting is for a period not exceeding 12 months and no provision is made at any time (whether in the lease or otherwise) for extending it beyond that period otherwise than at the option of the lessee;

during the period of the letting there is no provision in force (whether made in the lease or otherwise) for the grant of a new letting to end, otherwise than at the option of the lessee, more than 12 months after that provision is made;

the letting is by way of a bargain made at arm’s length between the company and a person who is not connected with it;

no arrangements exist by virtue of which a person other than the company may be appointed to be responsible for the matters mentioned in paragraph (d) above on behalf of the company;

in any other case, if he is entitled to not less than half of the assets used for, or the income arising from, the trade.

any estate, interest or right in or over land, including any right affecting the use or disposition of land; or

any right to obtain such an estate, interest or right from another which is conditional on the other’s ability to grant the estate, interest or right.

the interest of a creditor (other than a creditor in respect of a rentcharge) whose debt is secured by way of mortgage, an agreement for a mortgage or a charge of any kind over land; or

in the case of land in Scotland, the interest of a creditor in a charge or security of any kind over land.

if the disposal is made otherwise than by way of a bargain made at arm’s length, F87the relief attributable to those shares shall be withdrawn, and

the option were exercised immediately after the grant, and

any shares in the company acquired by the individual after the grant were disposed of immediately after being acquired,

first any to which neither relief under this Chapter nor deferral relief is attributable;

next any to which deferral relief, but not relief under this Chapter, is attributable;

next any to which relief under this Chapter, but not deferral relief, is attributable; and

finally any to which both relief under this Chapter and deferral relief are attributable;

any shares to which relief under this Chapter is attributable and which were transferred to an individual as mentioned in section 304, and

any shares to which deferral relief, but not relief under this Chapter, is attributable and which were acquired by an individual on a disposal to which section 58 of the 1992 Act applies,

F95. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

references to a disposal of shares include references to the grant of an option the exercise of which would bind the grantor to sell the shares, and

section 312(1A)(a) applies to determine the relevant period.

there is a loan made by any person, at any time in the relevant period, to that individual or any associate of his; and

the loan is one which would not have been made, or would not have been made on the same terms, if that individual had not subscribed for those shares or had not been proposing to do so.

to the giving by that person of any credit to that individual or any associate of his; and

to the assignment or assignation to that person of any debt due from that individual or any associate of his;

arrangements with a view to the subsequent repurchase, exchange or other disposal of those shares or of other shares in or securities of the same company;

arrangements for or with a view to the cessation of any trade which is being or is to be or may be carried on by the company or a person connected with the company;

arrangements for the disposal of, or of a substantial amount of, the assets of the company or of a person connected with the company;

arrangements the main purpose of which, or one of the main purposes of which, is (by means of any insurance, indemnity or guarantee or otherwise) to provide partial or complete protection for persons investing in shares in that company against what would otherwise be the risks attached to making the investment.

the relevant arrangements include arrangements for the company to be wound up; or

the company is wound up otherwise than for bona fide commercial reasons.

for the company itself, or

in the case of a company which is a parent company of a trading group, for the company itself, for the company itself and one or more of its subsidiaries or for one or more of its subsidiaries,

the arrangements under which the shares are issued to the individual; and

any arrangements made before the issue of the shares to him in relation to or in connection with that issue.

if it is greater than the amount mentioned in subsection (1B) below, it shall be reduced by that amount, and

if paragraph (a) above does not apply, the relief shall be withdrawn.

repays, redeems or repurchases any of its share capital or securities which belong to the individual or makes any payment to him for giving up his right to any of the company’s share capital or any security on its cancellation or extinguishment;

makes to the individual any payment for giving up his right to any debt (other than a debt in respect of a payment of the kind mentioned in section F103291A(3)(a) or (f) or an ordinary trade debt) on its extinguishment;

releases or waives any liability of the individual to the company or discharges, or undertakes to discharge, any liability of his to a third person;

makes a loan or advance to the individual which has not been repaid in full before the issue of the shares in respect of which relief is claimed;

provides a benefit or facility for the individual;

transfers an asset to the individual for no consideration or for consideration less than its market value or acquires an asset from him for consideration exceeding its market value; or

makes to him any other payment except a payment of the kind mentioned in F104any of the paragraphs of section 291A(3) or a payment in discharge of an ordinary trade debt.

in a case within paragraph (a), (b) or (c) of subsection (2) above, the amount receivable by the individual or, if greater, the market value of the shares, securities or debt in question;

in a case within paragraph (d) of that subsection, the amount of the liability;

in a case within paragraph (e) of that subsection, the amount of the loan or advance reduced by the amount of any repayment made before the issue of the shares in respect of which relief is claimed;

in a case within paragraph (f) of that subsection, the cost to the company of providing the benefit or facility less any consideration given for it by the individual;

in a case within paragraph (g) of that subsection, the difference between the market value of the asset and the consideration (if any) given for it;

in a case within paragraph (h) of that subsection, the amount of the payment; and

in a case within subsection (3) above, the amount of the payment or, as the case may be, the market value of the asset.

purchases any of its share capital or securities which belong to the individual; or

makes any payment to him for giving up any right in relation to any of the company’s share capital or securities;

any relief attributable to any eligible shares comprised in an issue of shares subscribed for by an individual (“the individual”) would, in the absence of this section, be reduced or withdrawn under section 300 by reason of a receipt of value within subsection (2) or (5) of that section (“the original value”),

the original supplier receives value (“the replacement value”) from the original recipient by virtue of a qualifying receipt, and

the amount of the replacement value is not less than the amount of the original value,

where the receipt of the original value was within section 300(2)(d), by reason of an event the effect of which is to reverse the event which constituted the receipt of the original value; or

where the receipt of the original value was within section 300(5), by reason of the original recipient repurchasing the share capital or securities in question, or (as the case may be) reacquiring the right in question, for a consideration the amount or value of which is not less than the amount of the original value.

any payment for the acquisition of an asset which does not exceed its market value;

any payment in discharge of an ordinary trade debt; and

any payment for shares in or securities of any company in circumstances that do not fall within subsection (4)(a)(ii) above.

in a case within subsection (4)(b) above, the same as the amount of the original value, and

in a case within subsection (4)(c) above, the amount or value of the consideration received by the original supplier,

the event occurs before the start of the period of restriction, or

in a case where the event occurs after the time the original recipient receives the original value, it does not occur as soon after that time as is reasonably practicable in the circumstances, or

where an appeal has been brought by the individual against an assessment to withdraw or reduce any relief attributable to the eligible shares by reason of the receipt of the original value, the event occurs more than 60 days after the amount of relief which falls to be withdrawn has been finally determined.

But nothing in this section requires the replacement value to be received after the original value.

the receipt of the replacement value by the original supplier is a qualifying receipt (for the purposes of subsection (1) above) in consequence of which any receipts of value are disregarded for the purposes of section 300 as that section applies in relation to the shares in question or any other shares subscribed for by the individual in question, and

be eligible for any relief under this Chapter in relation to those shares or any other shares in the same issue, or

by virtue of his subscription for those shares or any other shares in the same issue, be treated as making a qualifying investment for the purposes of Schedule 5B to the 1992 Act (enterprise investment scheme: reinvestment).

any reference to a payment to a person (however expressed) includes a reference to a payment made to him indirectly or to his order or for his benefit, and

references to “the period of restriction” are to the period of restriction relating to the shares mentioned in subsection (1)(a) above.

the amount of any debt (other than an ordinary trade debt) incurred by the individual to the company; and

the amount of any debt due from the individual to a third person which has been assigned to the company.

any reference to a payment or transfer to an individual includes a reference to a payment or transfer made to him indirectly or to his order or for his benefit; and

any reference to an individual includes a reference to an associate of his and any reference to the company includes a reference to any person connected with the company.

does not exceed £1,000, or

if it exceeds that amount, is insignificant in relation to the amount subscribed by the individual in question for the eligible shares in question.

beginning one year before the eligible shares in question are issued, and

expiring at the end of the issue date,

references to the individual include references to any person who, at any time in the period of restriction relating to the shares in question, is an associate of his (whether or not he is such an associate at the material time), and

the reference in subsection (3) above to the company includes a reference to any person who, at any time in the period of restriction relating to the shares in question, is connected with the company (whether or not that person is so connected at the material time).

subsection (2) below applies in relation to that individual

any person or group of persons to whom an interest amounting in the aggregate to more than a half share in the trade (as previously carried on) belonged, at any time in the relevant period, is or are a person or group of persons to whom such an interest in the trade carried on by the company belongs or has, at any such time, belonged; or

any person or group of persons who control or, at any such time, have controlled the company is or are a person or group of persons who, at any such time, controlled another company which previously carried on the trade;

the company comes to acquire all of the issued share capital of another company, at any time in the relevant period; and

any person or group of persons who control or have, at any such time, controlled the company is or are a person or group of persons who, at any such time, controlled that other company;

the persons to whom a trade belongs and, where a trade belongs to two or more persons, their respective shares in that trade shall be determined in accordance with section 344(1)(a) and (b), (2) and (3); and

any interest, rights or powers of a person who is an associate of another person shall be treated as those of that other person.

is a director of, or of a company which is a partner of, the issuing company or any subsidiary, and

is in receipt of, or entitled to receive, remuneration as such a director falling within section 291A(5)(a),

the market value of the shares to which it relates (“the target shares”) immediately before the event occurs, and

the amount received by the member in question,

for a repayment by the company or any subsidiary of the company (whether or not it is such a subsidiary at the time the arrangements are made), or

for anyone to be entitled to such a repayment,

beginning one year before the eligible shares were issued, and

expiring at the end of the issue date.

beginning one year before the shares mentioned in subsection (1) above are issued, and

expiring at the end of the issue date of those shares.

for a repayment by the company that issued the shares (“the issuing company”) or any subsidiary of that company, or

for anyone to be entitled to such a repayment,

at the time of the repayment mentioned in subsection (1) above, or

when the arrangements were made.

“investment relief” has the same meaning as in that Schedule; and

references to the withdrawal of investment relief include its reduction.

the transferee were the person who had subscribed for the shares,

the transferee’s liability to income tax had been reduced under section 289A in respect of those shares for the same year of assessment as that for which the transferor’s liability was so reduced and, accordingly, that amount of relief had continued to be attributable to the shares notwithstanding the transfer.

a company (“the new company") in which the only issued shares are subscriber shares acquires all the shares (“old shares") in another company (“the old company");

the consideration for the old shares consists wholly of the issue of shares (“new shares") in the new company;

the consideration for new shares of each description consists wholly of old shares of the corresponding description;

new shares of each description are issued to the holders of old shares of the corresponding description in respect of and in proportion to their holdings;

the exchange of shares shall not be regarded as involving any disposal of the old shares or any acquisition of the new shares; and

any relief under this Chapter which is attributable to any old shares shall be attributable instead to the new shares for which they are exchanged.

the new shares had been subscribed for by him at the time when, and for the amount for which, the old shares were subscribed for by him;

the new shares had been issued to him by the new company at the time when the old shares were issued to him by the old company;

the claim for relief made in respect of the old shares had been made in respect of the new shares; and

his liability to income tax had been reduced under section 289A in respect of the new shares for the same year of assessment as that for which his liability was so reduced in respect of the old shares.

the new shares had been subscribed for by him at the time when, and for the amount for which, the old shares were subscribed for;

the new shares had been issued by the new company at the time when the old shares were issued by the old company;

the claim for relief made in respect of the old shares had been made in respect of the new shares; and

his liability to income tax had been reduced under section 289A in respect of the new shares for the same year of assessment as that for which the liability of the individual who subscribed for the old shares was so reduced in respect of those shares.

this Chapter shall have effect as if anything which, under section 306(2), 307(1A) or 310, has been done, or is required to be done, by or in relation to the old company had been done, or were required to be done, by or in relation to the new company; and

any appeal brought by the old company against a notice under section 307(1A)(b) may be prosecuted by the new company as if it had been brought by that company.

there is by virtue of any allotment in the relevant period, being such an allotment for payment as is mentioned in section 126(2)(a) of the 1992 Act, a reorganisation affecting ordinary shares,

immediately before the reorganisation an amount of relief (“X”) is attributable to the shares, and

an individual, who at any time in the relevant period has received, or become entitled to receive, in respect of any ordinary shares in a company, a provisional allotment of shares in or debentures of the company, disposes of his rights, and

that subsection would have applied if he had not disposed of the rights but the allotment had been made to him by virtue of those rights.

the company has given notice under section 310 F151or paragraph 16(2) or (4) of Schedule 5B to the 1992 Act, or

an inspector has given notice to the company stating that, by reason of that ground, the whole or any part of the relief given to individuals to whom the shares were issued on that date was not, in his opinion, due.

in which the time mentioned in section 289(3) falls, or

in which the event by reason of which the claimant ceases to be eligible for relief occurs,

in the case of relief withdrawn by virtue of section 289(1)(c), the date on which the relief was granted

M29in the case of relief withdrawn by virtue of F159section 289(1)(ba), 291, 293, 297, 302, 303(1) or 305 in consequence of any event after the grant of the relief, the date of that event;

in the case of relief withdrawn by virtue of section 299(1) in consequence of a disposal after the grant of the relief, the date of the disposal;

in the case of relief withdrawn by virtue of section 299(5), the date on which the option was granted

in the case of relief withdrawn by virtue of section 299A in consequence of the making of any loan after the grant of the relief, the date of the making of the loan;

in the case of relief withdrawn by virtue of section 300 in consequence of a receipt of value after the grant of the relief, the date of the receipt.

the conditions mentioned in subsection (2) below are satisfied in respect of the subsidiary or, as the case may be, each subsidiary and, except as provided by subsection (3) below, continue to be so satisfied until the end of the relevant period; F164. . .

F164. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

that the qualifying company, or another of its subsidiaries, possesses not less than F16575 per cent. of the issued share capital of, and not less than F16575 per cent. of the voting power in, the subsidiary;

that the qualifying company, or another of its subsidiaries, would in the event of a winding up of the subsidiary or in any other circumstances be beneficially entitled to receive not less than F16575 per cent. of the assets of the subsidiary which would then be available for distribution to the equity holders of the subsidiary;

that the qualifying company or another of its subsidiaries is beneficially entitled to not less than F16575 per cent. of any profits of the subsidiary which are available for distribution to the equity holders of the subsidiary;

that no person other than the qualifying company or another of its subsidiaries has control of the subsidiary within the meaning of section 840; and

that no arrangements are in existence by virtue of which the conditions in paragraphs (a) to (d) above could cease to be satisfied.

it is shown that the winding up or dissolution is for bona fide commercial reasons and not part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax; and

the net assets, if any, of the subsidiary or, as the case may be, the qualifying company are distributed to its members or dealt with as bona vacantia before the end of the relevant period, or in the case of a winding up, the end (if later) of three years from the commencement of the winding up.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

the persons who are equity holders of a subsidiary and the percentage of the assets of a subsidiary to which an equity holder would be entitled shall be determined in accordance with paragraphs 1 and 3 of Schedule 18, taking references in paragraph 3 to the first company as references to an equity holder and references to a winding up as including references to any other circumstances in which assets of the subsidiary are available for distribution to its equity holders.

the company; and

any person connected with the company who has knowledge of that matter;

a company has issued a certificate under section 306(2) in respect of any eligible shares in the company; and

it appears to the company, or to any person connected with the company who has knowledge of the matter, that section 294 may have effect to deny relief in respect of those shares;

a declaration in writing stating whether or not, according to the information which that person has or can reasonably obtain, any such arrangement or scheme exists or has existed;

such other information as the inspector may reasonably require for the purposes of the provision in question and as that person has or can reasonably obtain.

in relation to section 289(6), the claimant, the company and any person controlling the company;

in relation to section 291B(5), the claimant;

in relation to section 293(8) or 308(2)(e), the company and any person controlling the company; and

in relation to section 299B(1), the claimant, the company and any person connected with the company;

any person who receives from the company any payment or asset which may constitute value received (by him or another) for the purposes of sections F176300 and 303(3); and

any person on whose behalf such a payment or asset is received,

each beneficiary had subscribed as an individual for all of those shares; and

the amount subscribed by each beneficiary was equal to the total amount subscribed on the issue of those shares divided by the number of beneficiaries.

the shares have been issued to the managers of an approved fund as nominee for the individual;

the fund has closed, that is to say, no further investments in the fund are to be accepted; and

the amounts which the managers have, as nominee for the individual, subscribed for eligible shares issued within six months after the closing of the fund represent not less than 90 per cent. of his investment in the fund;

any reference to the year of assessment or other period in which the shares are issued were a reference to the year of assessment or other period in which the fund closes; and

any reference to the time of the issue of the shares, or the time of the subscription for the shares, were a reference to the time of the closing of the fund.

as if it required the certificate referred to in that section to be issued by the company to the managers; and

as if it provided that no claim for relief may be made unless the person making the claim has received from the managers a certificate issued by the managers, in such form as the Board may authorise, certifying that the managers hold certificates issued to them by the companies concerned, for the purposes of sections 306(2), in respect of the holdings of eligible shares shown on the managers’ certificate.

the period beginning with the incorporation of the company (or, if the company was incorporated more than two years before the date on which the shares were issued, beginning two years before that date) and ending five years after the issue of the shares, and

listed on a recognised stock exchange,

listed on a designated exchange in a country outside the United Kingdom, or

F192. . . dealt in outside the United Kingdom by such means as may be designated.

references to the withdrawal of any relief, in respect of any shares, are to the withdrawal of the relief attributable to those shares or, in a case where no relief has yet been given, to ceasing to be eligible for relief in respect of those shares.