½Û×ÓÊÓÆµ

Home / Simons-Taxes /Corporate tax /Part D6 Company reconstruction and profit extraction /Division D6.2 Reorganisation of share capital /Exchange of securities / D6.207 Share for share exchange—part share/debenture consideration
Commentary

D6.207 Share for share exchange—part share/debenture consideration

Corporate tax

If the consideration for the new holding is only partly shares or debentures, with the other part being, for example, cash, a corresponding proportion of the original shares or debentures will be treated as disposed of for the cash1, with the cash received being treated as a capital distribution in respect of the original shares2.

A capital distribution constitutes a part disposal, unless the amount received is 'small' (see below).

Consequently, the normal part disposal rules3 apply (see Division C2.4), meaning that the cost of acquisition of the part disposal is:

where:

  1. Ìý

    ÌýÌýÌýÌý A is the consideration received

  2. Ìý

    ÌýÌýÌýÌý B is the value of the new holding after the disposal, and

  3. Ìý

    ÌýÌýÌýÌý C is the allowable cost of the original holding

Example 1

H purchased 12,000 shares in J plc in May 2013 for £24,000. In 2018, L plc makes a takeover bid for J plc, offering 3 of its own shares for every 2 shares in J plc,

To continue reading
View the latest version of this document, as well as thousands of others like it, sign in to Tolley+™ Research or register for a free trial

Web page updated on 17 Mar 2025 17:26