The Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 2004

Limiting the operation of section 842AA(5B)

14.—(1) Section 842AA(5B)(1) shall apply to a further issue of shares (in the circumstances mentioned in subsection (5A) of that section) conditionally on the money being raised by that further issue for the purposes of investment (that is, for the purpose of the trust company acquiring additional investments which fulfil the 70% test and the 30% test).

(2) The condition mentioned in paragraph (1) shall be treated (in particular) as not fulfilled if—

(a) any of the money raised by the further issue (or any assets directly or indirectly derived from that money) is used for the purpose of the trust company purchasing any of its own shares, and

(b) either—

(i) the Board are of the opinion that the shares being purchased are not insignificant in relation to the issued ordinary share capital of the company, or

(ii) the purchase is made as the result of a general offer to members (with or without exceptions for persons connected with the trust company).

(3) Where the further issue of shares is of shares issued for new consideration, paragraph (1) shall be treated (in particular) as not fulfilled if—

(a) any of the money raised by the further issue (or any assets directly or indirectly derived from that money) is used for the purpose of the successor company purchasing shares in any of the merging companies, or the other merging companies, as the case may be, and

(b) the money so used exceeds the least of A, B and C in regulation 9(3)(g).

(4) Where any of the money raised by the further issue (or any assets directly or indirectly derived from that money) is used for a purpose other than as mentioned in paragraph (1), section 842AA(5B) shall be treated as not having applied to the further issue from the time immediately before that use of the money or other assets.

(5) Where, in consequence of paragraph (4), the 70% test and the 30% test fall to be applied immediately before the use of money mentioned in that paragraph, the trust company’s investments for the purposes of section 842AA(2)(b) and (c) shall be treated as including any money raised by that further issue (or assets directly or indirectly derived from that money).

(1)

Section 842AA(5A) and (5B) were inserted by section 75 of the Finance Act 1997 (c. 16).