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Section 138ZB Treatment of securities connected with such exchangesF1

(1)

Where this section applies (see section 138ZA), a security falling within subsection (2) is to be treated for the purposes of this Act as situated in the United Kingdom (whether or not it would otherwise be so treated) if—

(a)

it is held by P, other than as a result of a disposal of the security by P’s spouse or civil partner (“S”) to P to which section 58 (no loss or gain on disposals between spouses or civil partners) did not apply, or

(b)

is held by S, other than as a result of a disposal of the security by P to S to which that section did not apply.

(2)

Those securities are as follows—

(a)

the exchanged shares or debentures;

(b)

a security of company B acquired by P on or after the day on which the exchanged shares or debentures are issued;

(c)

where—

(i)

there is a repo (within the meaning of section 263A) in respect of a security, and

(ii)

that security falls within any of the paragraphs of this subsection (including this paragraph),

any similar security (see section 263AA(5) and (6)) that P, or a person connected with P, buys back under the repo;

(d)

where—

(i)

P transfers a security to another person under a stock lending arrangement (within the meaning of section 263B), and

(ii)

that security falls within any of the paragraphs of this subsection (including this paragraph),

any security of a similar description (see section 263B(6)) transferred back to P under the arrangement;

(e)

a security of a company issued to P where—

(i)

the security is issued in exchange for, or in respect of, another security,

(ii)

section 135 or 136 applies to that issue,

(iii)

the other security falls within any of the paragraphs of this subsection (including this paragraph), and

(iv)

P has a material interest in the company (within the meaning of section 138ZA(3));

(f)

where a security of a company, other than company B, falls within paragraph (e), a security of that company acquired by P on or after the first day on which a security of that company fell within that paragraph.

(3)

For the purposes of paragraphs (b), (f) and (e) of subsection (2), it does not matter whether or not—

(a)

consideration was given for the security acquired by P, or

(b)

the security acquired by P is of a different class from the exchanged shares or debentures.

(4)

If S acquires a security falling within subsection (2) as a result of a disposal by P to which section 58 applies, subsections (2) and (3) have effect, from the time of its acquisition by S (whether or not S continues to hold it), as if every reference to “P” were to “P or S”.

(5)

In this section—

  • “company B”, “P”, and “the exchanged shares or debentures” are to be construed in accordance with section 138ZA;

  • “security” means—

    1. (a)

      shares in, or debentures of, a company, or

    2. (b)

      interests of a company that has no share capital that are possessed by members of the company.

Annotations

Textual amendments

F1

Ss. 138ZA-138ZC inserted (with effect in accordance with s. 36(4) of the amending Act) by Finance (No. 2) Act 2023 (c. 30), s. 36(2)

Notes on Part IV

Modifications

C1

Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)

Notes on Chapter II

Modifications

C1

Pt. IV Ch. II modified (1.1.1999) by The European Single Currency (Taxes) Regulations 1998 (S.I. 1998/3177), regs. 1, 39

C2

Pt. IV Ch. II modified (with effect in accordance with s. 63(4) of the amending Act) by Finance Act 2000 (c. 17), Sch. 15 para. 88

Notes on Company reconstructions ...

Textual amendments

F1

Words in s. 135 cross-heading repealed (with effect in accordance with Sch. 9 paras. 7, 8, Sch. 40 Pt. 3(2) Note of the amending Act) by Finance Act 2002 (c. 23), Sch. 40 Pt. 3(2)