F1SCHEDULE 5B Enterprise investment scheme: re-investment
F2 Acquisition of share capital by new company
8
(1)
This paragraph applies where—
(a)
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");
(b)
the consideration for the old shares consists wholly of the issue of shares (“new shares") in the new company;
(c)
the consideration for new shares of each description consists wholly of old shares of the corresponding description;
(d)
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;
(e)
at some time before the issue of the new shares—
(i)
the old company issued eligible shares; and
(ii)
a certificate in relation to those eligible shares was issued by that company for the purposes of F3section 306(2) of the Taxes Act or section 203(1) of ITA 2007 (as applied by paragraph 6 above) and in accordance with F3section 306 of the Taxes Act or sections 204 and 205 of ITA 2007 (as so applied); and
(f)
by virtue of section 127 as applied by section 135(3), the exchange of shares is not treated as involving a disposal of the old shares or an acquisition of the new shares.
(2)
For the purposes of this Schedule, deferral relief attributable to any old shares shall be attributable instead to the new shares for which they are exchanged.
(3)
Where, in the case of any new shares held by an individual to which deferral relief becomes so attributable, the old shares for which they are exchanged were subscribed for by and issued to the individual, this Schedule shall have effect as if—
(a)
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;
(b)
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; and
(c)
the claim under this Schedule made in respect of the old shares had been made in respect of the new shares.
(4)
Where, in the case of any new shares held by an individual to which deferral relief becomes so attributable, the old shares for which they are exchanged were acquired by the individual on a disposal within marriage F4or civil partnership, this Schedule shall have effect as if—
(a)
the new shares had been subscribed for at the time when, and for the amount for which, the old shares were subscribed for;
(b)
the new shares had been issued by the new company at the time when the old shares were issued by the old company; and
(c)
the claim under this Schedule made in respect of the old shares had been made in respect of the new shares.
(5)
Where deferral relief becomes so attributable to any new shares—
(a)
this Schedule shall have effect as if anything which, under paragraph 1A(5) above, paragraph 16 below or section 306(2) of the Taxes Act F5or section 203(1) of ITA 2007 as applied by paragraph 6 above 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
(b)
any appeal brought by the old company against a notice under paragraph 1A(5)(b) may be prosecuted by the new company as if it had been brought by that company.
(6)
For the purposes of this paragraph old shares and new shares are of a corresponding description if, on the assumption that they were shares in the same company, they would be of the same class and carry the same rights; and in sub-paragraph (1) above references to shares, except in the expressions “eligible shares” and “subscriber shares”, include references to securities.
(7)
Nothing in section 293(8) of the Taxes Act F6or section 185 of ITA 2007, as applied by the definition of “qualifying company" in paragraph 19(1) below, shall apply in relation to such an exchange of shares, or shares and securities, as is mentioned in sub-paragraph (1) above or arrangements with a view to such an exchange.