Part 6

Venture capital trusts
Chapter 5

Powers: winding up and mergers of VCTs

Mergers

Provision that may be made by regulations under section 321
322
1
The provision that may be made under section 321(1) for a case where there is a merger of two or more companies (“the merging companies”) is as follows.
2
Provision for the successor company, or any of the merging companies, to be treated (whether at times before, during or after the merger) as a VCT for purposes of tax enactments specified by regulations.
3
Provision for section 266 (loss of relief on disposal of VCT shares within 5 years of their issue) not to apply in the case of disposals of shares in a merging company made in the course of effecting the merger.
4
Provision for such disposals not to be chargeable events for the purposes of Schedule 5C to TCGA 1992 (VCTs: deferred charge on re-investment).
5
Provision for conditions mentioned in section 274(2)
(conditions for approval as a VCT) to be treated (whether at times before, during or after the merger) for purposes of section 274(1) as met, or as conditions that will be met, with respect to the successor company or any of the merging companies.
5A
Provision for section 281(1)(f) (withdrawal of
VCT
approval where company has made a repayment of share capital
etc
) not to apply, or to apply subject to modifications, to the successor company or any of the merging companies, in relation to payments made, or amounts used to pay up new shares, in connection with or after the merger.
6
Provision for shares in or securities of a company that are acquired (whether at times before, during or after the merger) by the successor company from a merging company to be treated, at times after the acquisition when they are held by the successor company, as meeting requirements of Chapter 4 (provisions for determining whether shares or securities held by a VCT form part of its qualifying holdings).
7
Provision for tax enactments specified by regulations to apply, with or without adaptations, in relation to the merger or transactions taking place (whether before, during or after the merger) in connection with the merger.
8
Provision authorising disclosure for tax purposes connected with the merger—
a
by Her Majesty's Revenue and Customs,
b
to any of the merging companies or the successor company,
c
of any information provided to Her Majesty's Revenue and Customs by or on behalf of any of the merging companies or the successor company.
S. 322(5A) inserted (17.7.2014) by Finance Act 2014 (c. 26), Sch. 10 para. 4