(1)Relief is available under section 229(1) where each of the 6 conditions set out in subsections (2) to (7) below is fulfilled.
(2)The first condition is that a person (“the claimant”) makes a disposal of shares, or his interest in shares, to the trustees of a trust which—
(a)is a qualifying employee share ownership trust at the time of the disposal, and
(b)was established by a company (“the founding company”) which immediately after the disposal is a trading company or the holding company of a trading group.
(3)The second condition is that the shares—
(a)are shares in the founding company,
(b)form part of the ordinary share capital of the company,
(c)are fully paid up,
(d)are not redeemable, and
(e)are not subject to any restrictions other than restrictions which attach to all shares of the same class or a restriction authorised by paragraph 7(2) of Schedule 5 to the M1Finance Act 1989.
(4)The third condition is that, at any time in the entitlement period, the trustees—
(a)are beneficially entitled to not less than 10 per cent. of the ordinary share capital of the founding company,
(b)are beneficially entitled to not less than 10 per cent. of any profits available for distribution to equity holders of the founding company, and
(c)would be beneficially entitled to not less than 10 per cent. of any assets of the founding company available for distribution to its equity holders on a winding-up.
(5)The fourth condition is that the claimant obtains consideration for the disposal and, at any time in the acquisition period, all the amount or value of the consideration is applied by him in making an acquisition of assets or an interest in assets (“replacement assets”) which—
(a)are, immediately after the time of the acquisition, chargeable assets in relation to the claimant, and
(b)are not shares in, or debentures issued by, the founding company or a company which is (at the time of the acquisition) in the same group as the founding company;
but the preceding provisions of this subsection shall have effect without the words “, at any time in the acquisition period," if the acquisition is made pursuant to an unconditional contract entered into in the acquisition period.
(6)The fifth condition is that, at all times in the proscribed period, there are no unauthorised arrangements under which the claimant or a person connected with him may be entitled to acquire any of the shares, or an interest in or right deriving from any of the shares, which are the subject of the disposal by the claimant.
(7)The sixth condition is that no chargeable event occurs in relation to the trustees in—
(a)the chargeable period in which the claimant makes the disposal,
(b)the chargeable period in which the claimant makes the acquisition, or
(c)any chargeable period falling after that mentioned in paragraph (a) above and before that mentioned in paragraph (b) above.
Marginal Citations