Part IVIncome Tax, Corporation Tax and Capital Gains Tax
Chapter IILoan relationships
Special cases
92Convertible securities etc
1
This section applies to an asset if—
a
the asset represents a creditor relationship of a company;
b
the rights attached to the asset include provision by virtue of which the company is or may become entitled to acquire (whether by conversion or exchange or otherwise) any shares in a company;
c
the extent to which shares may be acquired under that provision is not determined using a cash value which is specified in that provision or which is or will be ascertainable by reference to the terms of that provision;
d
the asset is not a relevant discounted security within the meaning of Schedule 13 to this Act;
e
at the time when the asset came into existence there was a more than negligible likelihood that the right to acquire shares in a company would in due course be exercised to a significant extent; and
f
the asset is not one the disposal of which by the company would fall to be treated as a disposal in the course of activities forming an integral part of a trade carried on by the company.
2
The amounts falling for any accounting period to be brought into account for the purposes of this Chapter in respect of a creditor relationship represented by an asset to which this section applies shall be confined to amounts relating to interest.
3
Only an authorised accruals basis of accounting shall be used for ascertaining those amounts.
4
Amounts shall be brought into account in computing the profits of the company for the purposes of corporation tax as if the [1992 c. 12.] Taxation of Chargeable Gains Act 1992 had effect in relation to any asset to which this section applies as it has effect in relation to an asset that does not represent a loan relationship.
5
For the purposes of that Act the amount or value of the consideration for any disposal or acquisition of the asset shall be treated as adjusted so as to exclude so much of it as, on a just and reasonable apportionment, relates to any interest which—
a
falls to be brought into account under subsections (2) and (3) above as accruing to any company at any time; and
b
in consequence of, or of the terms of, the disposal or acquisition, is not paid or payable to the company to which it is treated for the purposes of this Chapter as accruing.
6
In subsection (5) above the references to a disposal, in relation to an asset, are references to anything which—
a
is a disposal of that asset (within the meaning of the Taxation of Chargeable Gains Act 1992); or
b
would be such a disposal but for section 127 or 116(10) of that Act (reorganisations etc.);
and the references to the acquisition of an asset shall be construed accordingly.