(1)A payment made by a company on the redemption, repayment or purchase of its own shares is not a distribution for the purposes of the Corporation Tax Acts if—
(a)the company is an unquoted trading company, or the unquoted holding company of a trading group, and
(b)either Condition A or Condition B is met.
(2)Condition A is that—
(a)the redemption, repayment or purchase is made wholly or mainly for the purpose of benefiting a trade carried on by the company or any of its 75% subsidiaries,
(b)the redemption, repayment or purchase does not form part of a scheme or arrangement the main purpose or one of the main purposes of which is—
(i)to enable the owner of the shares to participate in the profits of the company without receiving a dividend, or
(ii)the avoidance of tax, and
(c)the requirements set out in sections 1034 to 1043 (so far as applicable) are met.
(3)Condition B is that the whole or substantially the whole of the payment (apart from any sum applied in paying capital gains tax charged on the redemption, repayment or purchase)—
(a)is applied by the person to whom it is made in discharging a liability of that person for inheritance tax charged on a death, and
(b)is applied in that way within two years after the death.
(4)But if condition B is met, subsection (1) does not apply so far as the liability in question could without undue hardship have been discharged otherwise than through the redemption, repayment or purchase of—
(a)shares in the company, or
(b)shares in another unquoted company which is a trading company or the holding company of a trading group.
(5)In sections 1034 to 1043—
“the purchase” means the redemption, repayment or purchase referred to in subsection (1), and
“the seller” means the owner of the shares at the time the redemption, repayment or purchase is made.
(6)In this section and sections 1034 to 1047 references to a payment made by a company include anything else that—
(a)is a distribution, or
(b)would be a distribution but for this section.