SCHEDULES
SCHEDULE 15

Connected companies: releases of debts

Amendments of Chapter 6 of Part 5 of CTA 2009
2
1
Chapter 6 of Part 5 of CTA 2009 (connected companies relationships: release of debts etc) is amended as follows.
2
In section 353(2)(b) (introduction to Chapter), for “except where the release is a deemed release under section 361 or 362” substitute “ subject to some exceptions ”.
3
In section 358 (exclusion of credits on release of connected companies debts: general)—
a
in subsection (1)(a), for “a company's debtor relationship is released,” substitute “ a debtor relationship of a company (“D”) is released, and ”,
b
in subsection (2), for “The company” substitute “ D ” and for “it is a deemed release” substitute
a
it is a deemed release, or
b
it is a release of relevant rights.
, and
c
at the end insert—
4
For the purposes of this section “relevant rights” means rights of a company (“C”) that—
a
were acquired by C in circumstances that, but for the application of the corporate rescue exception or the debt-for-debt exception, would have resulted in a deemed release under section 361(3), or
b
were acquired by another company in such circumstances and transferred to C by way of an assignment or assignments.
5
The amount of the credit that D is required to bring into account in respect of a release of relevant rights is—
a
the amount of the discount received on the acquisition, less
b
the sum of any credits brought into account in respect of that amount (whether in the accounting period in which the release takes place or in a previous accounting period) by C or, in a case within subsection (4)(b), by the company that acquired the rights or any company to which the rights were subsequently assigned.
6
A reference in subsection (5) to the amount of the discount received on the acquisition is to the amount that would have been treated as released under section 361(4) on the acquisition, but for the application of the corporate rescue exception or the debt-for-debt exception.
4
In section 361 (acquisition of creditor rights by connected company at undervalue)—
a
in subsection (1), for paragraph (f) substitute—
f
no relevant exception applies.
, and
b
for subsection (2) substitute—
2
In subsection (1) “relevant exception” means—
a
the corporate rescue exception (see section 361A),
b
the debt-for-debt exception (see section 361B), or
c
the equity-for-debt exception (see section 361C).
5
After section 361 insert—

The corporate rescue exception
361A
1
For the purposes of section 361, the “corporate rescue exception” applies if—
a
the acquisition is an arm's length transaction,
b
there has been a change in the ownership of D at any time in the period beginning one year before, and ending 60 days after, the date of the acquisition,
c
it is reasonable to assume that, but for the change in ownership, D would, within one year of the date of the change of ownership, have met one of the insolvency conditions, and
d
it is reasonable to assume that, but for the change in ownership, the acquisition would not have been made.
2
Subject to subsection (3), section 769 of ICTA (rules for ascertaining change in ownership of company) applies for the purpose of construing a reference in this section to a change in the ownership of a company.
3
A reference in this section to a change in the ownership of a company, in the case of a company that is a building society, is a reference to—
a
an amalgamation of two or more building societies under section 93 of the Building Societies Act 1986,
b
a transfer of all the engagements of one building society to another under section 94 of that Act, or
c
a transfer of the whole of the business of a building society to a company under section 97 of that Act.
4
Sections 322(6) and 323 (insolvency conditions) apply for the purposes of this section.

The debt-for-debt exception
361B
1
For the purposes of section 361, the “debt-for-debt exception” applies if condition 1 or 2 is met.
2
Condition 1 is that—
a
the acquisition is an arm's length transaction,
b
the rights that are acquired are rights under a loan relationship that is represented by a security (“the old security”),
c
the consideration given by C for the acquisition consists only of a security (“the new security”) representing a loan relationship to which C is a party as debtor, and
d
the new security—
i
has the same nominal value as the old security, and
ii
at the time of the acquisition, has substantially the same market value as the old security.
3
Condition 2 is that—
a
the acquisition is an arm's length transaction,
b
the rights that are acquired are rights under a loan relationship that is represented by an asset other than a security (“the old unsecured loan”),
c
the consideration given by C for the acquisition consists only of an asset other than a security (“the new unsecured loan”) representing a loan relationship to which C is a party as debtor, and
d
the amount of the new unsecured loan, and its terms, are substantially the same as those of the old unsecured loan.
4
In this section “market value” has the same meaning as in TCGA 1992 (see sections 272 and 273 of that Act).
5
In determining for the purposes of this section the market value of a security in a case in which the security represents a loan relationship to which section 415 (loan relationships with embedded derivatives) applies, rights or liabilities within subsection (1)(b) of that section are to be treated as comprised in the loan relationship.

The equity-for-debt exception
361C
1
For the purposes of section 361 the “equity-for-debt exception” applies if the following two conditions are met.
2
The first condition is that the acquisition is an arm's length transaction.
3
The second condition is that the consideration given by C for the acquisition consists only of—
a
shares forming part of the ordinary share capital of C,
b
shares forming part of the ordinary share capital of a company connected with C, or
c
an entitlement to shares within paragraph (a) or (b).
6
In section 363—
a
in the heading, for “and” substitute “ to ”, and
b
in subsections (1) and (4), for “and” substitute “ to ”.