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(1)This section applies where a company (the acquiring company) acquires the whole or part of an undertaking of another company (the target company).
(2)If [F1the first and second conditions (as defined below)] is fulfilled, and stamp duty under [F2Part I of Schedule 13 to the Finance Act 1999 (conveyance or transfer on sale)] is chargeable on an instrument executed for the purposes of or in connection with—
(a)the transfer of the undertaking or part, or
(b)the assignment to the acquiring company by a creditor of the target company of any relevant debts (secured or unsecured) owed by the target company,
the rate at which the duty is charged under that heading shall not exceed that mentioned in subsection (4) below.
(3)[F3The first condition] is that the registered office of the acquiring company is in the United Kingdom and that the consideration for the acquisition—
(a)consists of or includes the issue of [F4non-redeemable shares (within the meaning of section 75(4)(a) above)] in the acquiring company to the target company or to all or any of its shareholders;
(b)includes nothing else (if anything) but cash not exceeding 10 per cent. of the nominal value of those shares, or the assumption or discharge by the acquiring company of liabilities of the target company, or both.
[F5(3A)The second condition applies only in relation to an instrument transferring land in the United Kingdom and is that the acquiring company is not associated with another company that is a party to arrangements with the target company relating to shares of the acquiring company issued in connection with the transfer of the undertaking or part.
F5(3B)Where an instrument transfers land in the United Kingdom together with other property, the provisions of this section apply as if there were two separate instruments, one relating to land in the United Kingdom and the other relating to other property.]
(4)The rate is the rate of[F60.5%] of the amount or value of the consideration for the sale to which the instrument gives effect.
(5)An instrument on which, by virtue only of [F7this section], the rate at which stamp duty is charged is not to exceed that mentioned in subsection (4) above shall not be taken to be duly stamped unless it is stamped with the duty to which it would be liable but for [F7this section] or it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is duly stamped.
(6)In subsection (2)(b) above “relevant debts” means—
(a)any debt in the case of which the assignor is a bank or trade creditor, and
(b)any other debt incurred not less than two years before the date on which the instrument is executed.
[F8(6A)For the purposes of subsection (3A) above—
(a)companies are associated if one has control of the other or both are controlled by the same person or persons, and
(b)“arrangements” includes any scheme, agreement or understanding, whether or not legally enforceable.
The references in paragraph (a) above to control shall be construed in accordance with section 416 of the Taxes Act 1988.]
(7)This section applies to any instrument executed on or after the day on which the rule of The Stock Exchange that prohibits a person from carrying on business as both a broker and a jobber is abolished.
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