Part IV Shares, securities, options etc.
Chapter II Reorganisation of share capital, conversion of securities etc.
Company reconstructions and amalgamations
135 Exchange of securities for those in another company.
1
Subsection (3) below has effect where a company (“company A”) issues shares or debentures to a person in exchange for shares in or debentures of another company (“company B”) and—
a
company A holds, or in consequence of the exchange will hold, more than one-quarter of the ordinary share capital (as defined in section 832(1) of the Taxes Act) of company B, or
b
company A issues the shares or debentures in exchange for shares as the result of a general offer—
i
which is made to members of company B or any class of them (with or without exceptions for persons connected with company A), and
ii
which is made in the first instance on a condition such that if it were satisfied company A would have control of company B F1or
c
company A holds, or in consequence of the exchange will hold, the greater part of the voting power in company B
2
Subsection (3) below also has effect where under section 136 persons are to be treated as exchanging shares or debentures held by them in consequence of the arrangement there mentioned.
3
Subject to sections 137 and 138, sections 127 to 131 shall apply with any necessary adaptations as if the 2 companies mentioned in subsection (1) above or, as the case may be, in section 136 were the same company and the exchange were a reorganisation of its share capital.