Anti-forestalling: exchanges of securities etcU.K.
5(1)This paragraph applies where—U.K.
(a)on or after 6 April 2019 but before 11 March 2020, there is an exchange of shares or securities within section 135(1) of TCGA 1992, and
(b)the condition in sub-paragraph (2) or (3) is met.
(2)The condition in this sub-paragraph is that—
(a)the persons who hold shares or securities in company B immediately after the exchange are substantially the same as those who held shares or securities in company A immediately before the exchange, or
(b)the persons who have control of company B immediately after the exchange are substantially the same as those who had control of company A immediately before the exchange.
(3)The condition in this sub-paragraph is that—
(a)the relevant shareholders, taken together, hold a greater percentage of the ordinary share capital in company B immediately after the exchange than they held in company A immediately before the exchange, and
(b)on 11 March 2020—
(i)company B is the relevant individual's personal company and is either a trading company or the holding company of a trading group, and
(ii)the relevant individual is an officer or employee of company B or (if company B is a member of a trading group) of one or more companies which are members of the trading group.
(4)In sub-paragraph (3)—
(5)For the purposes of sub-paragraph (2)(a), connected persons are to be treated as the same person.
(6)Where an election in respect of the exchange is made under section 169Q of TCGA 1992 (reorganisations: disapplication of section 127) on or after 11 March 2020, the disposal of the original shares is to be treated for the purposes of paragraph 2 as taking place at the time of the election and not at the time of the exchange.
(7)Where, before the exchange, the Commissioners for Her Majesty's Revenue and Customs have issued a notification in respect of it under section 138(1) of TCGA 1992 (advance clearance procedure)—
(a)sections 127 to 131 of that Act apply with the necessary adaptations as if—
(i)company A and company B were the same company, and
(ii)the exchange were a reorganisation;
(b)section 169Q of that Act applies as if the exchange were treated as a reorganisation by virtue of section 135 of that Act.