Taxation of Chargeable Gains Act 1992

• (b) any shares to which relief under that Chapter or that Part is attributable and which were transferred to an individual as mentioned in section 304 of the Taxes Act or section 245 of ITA 2007,

shall be treated for the purposes of sub-paragraphs (3) and (4) above as acquired by him on the day on which they were issued.

• (4B) Chapter I of Part IV of this Act has effect subject to sub-paragraphs (2) to (4A) above.

• (4C) Sections 104, 105 and 106A shall not apply to shares to which deferral relief, but not relief under Chapter III of Part VII of the Taxes Act or Part 5 of ITA 2007, is attributable.

• (5) Where at the time of a chargeable event any of the relevant shares are treated for the purposes of this Act as represented by assets which consist of or include assets other than those shares—

• (a) so much of the deferred gain as is attributable to those shares shall be treated, in determining for the purposes of this paragraph the amount of the deferred gain to be treated as attributable to each of those assets, as apportioned in such manner as may be just and reasonable between those assets; and

• (b) as between different assets treated as representing the same shares, sub-paragraphs (3) to (4A) above shall apply with the necessary modifications in relation to those assets as they would apply in relation to the shares.

• (6) In order to determine, for the purposes of this paragraph, the amount of the deferred gain attributable to any shares, a proportionate part of the amount of the gain shall be attributed to each of the relevant shares held, immediately before the occurrence of the chargeable event in question, by the investor or a person who has acquired any of the relevant shares from the investor on a disposal within marriage or civil partnership.

• (7) In this paragraph “the deferred gain” means—

• (a) the amount of the original gain against which expenditure has been set under this Schedule, less

• (b) the amount of any gain treated as accruing under this paragraph previously as a result of a disposal of any of the relevant shares.

Person to whom gain accrues

5

• (1) The chargeable gain which accrues, in accordance with paragraph 4 above, on the occurrence in relation to any of the relevant shares of a chargeable event shall be treated as accruing, as the case may be—

• (a) to the person who makes the disposal,

• (b) to the person who becomes a non-resident, or

• (c) to the person who holds the shares in question when they cease (or are treated for the purposes of this Schedule as ceasing) to be eligible shares.

• (2) Where—

• (a) sub-paragraph (1) above provides for the holding of shares at a particular time to be what identifies the person to whom any chargeable gain accrues, and

• (b) at that time, some of those shares are held by the investor and others are held by a person to whom the investor has transferred them by a disposal within marriage or civil partnership,

the amount of the chargeable gain accruing by virtue of paragraph 4 above shall be computed separately in relation to the investor and that person without reference to the shares held by the other.

Claims

6

• (1) Subject to sub-paragraph (2) below, section 306 of the Taxes Act or sections 202(1), 203(1) and 204 to 207 of ITA 2007 shall apply in relation to a claim under this Schedule in respect of the relevant shares as it applies in relation to a claim for relief under Chapter III of Part VII of the Taxes Act or Part 5 of ITA 2007 in respect of eligible or relevant shares.

• (2) Section 306, as it so applies, shall have effect as if—

• (a) any reference to the conditions for the relief were a reference to the conditions for the application of this Schedule;

• (b) in subsection (1), the words “(or treated by section 289B(5) as so issued)" were omitted; and

• (c) subsections (7) to (9) were omitted.

• (3) Sections 202(1), 203(1) and 204 to 207 of ITA 2007, as they so apply, shall have effect as if any reference to the requirements for the relief were a reference to the conditions for the application of this Schedule.

Reorganisations

7

• (1) Where an individual holds shares which form part of the ordinary share capital of a company and include shares of more than one of the following kinds, namely—

• (a) shares to which deferral relief and relief under Chapter III of Part VII of the Taxes Act or Part 5 of ITA 2007 are attributable,

• (b) shares to which deferral relief but not relief under that Chapter or that Part is attributable, and

• (c) shares to which deferral relief is not attributable,

then, if there is within the meaning of section 126 a reorganisation affecting those shares, section 127 shall apply (subject to the following provisions of this paragraph) separately to shares falling within paragraph (a), (b) or (c) above (so that shares of each kind are treated as a separate holding of original shares and identified with a separate new holding).

• (2) Where—

• (a) an individual holds shares (“the existing holding") which form part of the ordinary share capital of a company,

• (b) there is, by virtue of any such allotment for payment as is mentioned in section 126(2)(a), a reorganisation affecting the existing holding, and

• (c) immediately following the reorganisation, the existing holding or the allotted shares are shares to which deferral relief is attributable,

sections 127 to 130 shall not apply in relation to the existing holding.

Acquisition of share capital by new company

8

• (1) This paragraph applies where—

• (a) a company (“the new company") in which the only issued shares are subscriber shares acquires all the shares (“old shares") in another company (“the old company");

• (b) the consideration for the old shares consists wholly of the issue of shares (“new shares") in the new company;

• (c) the consideration for new shares of each description consists wholly of old shares of the corresponding description;

• (d) new shares of each description are issued to the holders of old shares of the corresponding description in respect of and in proportion to their holdings;

• (e) at some time before the issue of the new shares—

• (i) the old company issued eligible shares; and

• (ii) a certificate in relation to those eligible shares was issued by that company for the purposes of section 306(2) of the Taxes Act or section 203(1) of ITA 2007 (as applied by paragraph 6 above) and in accordance with section 306 of the Taxes Act or sections 204 and 205 of ITA 2007 (as so applied); and

• (f) by virtue of section 127 as applied by section 135(3), the exchange of shares is not treated as involving a disposal of the old shares or an acquisition of the new shares.

• (2) For the purposes of this Schedule, deferral relief attributable to any old shares shall be attributable instead to the new shares for which they are exchanged.

• (3) Where, in the case of any new shares held by an individual to which deferral relief becomes so attributable, the old shares for which they are exchanged were subscribed for by and issued to the individual, this Schedule shall have effect as if—

• (a) the new shares had been subscribed for by him at the time when, and for the amount for which, the old shares were subscribed for by him;

• (b) the new shares had been issued to him by the new company at the time when the old shares were issued to him by the old company; and

• (c) the claim under this Schedule made in respect of the old shares had been made in respect of the new shares.

• (4) Where, in the case of any new shares held by an individual to which deferral relief becomes so attributable, the old shares for which they are exchanged were acquired by the individual on a disposal within marriage or civil partnership, this Schedule shall have effect as if—

• (a) the new shares had been subscribed for at the time when, and for the amount for which, the old shares were subscribed for;

• (b) the new shares had been issued by the new company at the time when the old shares were issued by the old company; and

• (c) the claim under this Schedule made in respect of the old shares had been made in respect of the new shares.

• (5) Where deferral relief becomes so attributable to any new shares—

• (a) this Schedule shall have effect as if anything which, under paragraph 1A(5) above, paragraph 16 below or section 306(2) of the Taxes Act or section 203(1) of ITA 2007 as applied by paragraph 6 above has been done, or is required to be done, by or in relation to the old company had been done, or were required to be done, by or in relation to the new company; and

• (b) any appeal brought by the old company against a notice under paragraph 1A(5)(b) may be prosecuted by the new company as if it had been brought by that company.

• (6) For the purposes of this paragraph old shares and new shares are of a corresponding description if, on the assumption that they were shares in the same company, they would be of the same class and carry the same rights; and in sub-paragraph (1) above references to shares, except in the expressions “eligible shares” and “subscriber shares”, include references to securities.

• (7) Nothing in section 293(8) of the Taxes Act or section 185 of ITA 2007, as applied by the definition of “qualifying company" in paragraph 19(1) below, shall apply in relation to such an exchange of shares, or shares and securities, as is mentioned in sub-paragraph (1) above or arrangements with a view to such an exchange.

Other reconstructions and amalgamations

9

• (1) This paragraph applies if section 135 or 136 (company reconstructions) applies in relation to shares to which deferral relief, but not relief under Part 5 of ITA 2007 (or Chapter 3 of Part 7 of the Taxes Act), is attributable.

• (1A) Paragraphs 3 and 4 of this Schedule have effect as if section 135 or 136 did not apply in relation to the shares.

• (2) Sub-paragraph (1A) does not apply if—

• (a) the new holding consists of new ordinary shares (“the new shares") carrying no present or future preferential right to dividends or to a company’s assets on its winding up and no present or future right to be redeemed,

• (b) the new shares are issued after the end of the relevant period, and

• (c) the condition in sub-paragraph (4) below is satisfied.

• (3) Sub-paragraph (1A) does not apply if paragraph 8 applies in relation to the shares.

• (4) The condition is that at some time before the issue of the new shares—

• (a) the company issuing them issued eligible shares, and

• (b) a certificate in relation to those eligible shares was issued by the company for the purposes of section 306(2) of the Taxes Act or section 203(1) of ITA 2007 (as applied by paragraph 6 above) and in accordance with section 306 of the Taxes Act or sections 204 and 205 of ITA 2007 (as so applied).

• (5) In sub-paragraph (2) above “new holding” shall be construed in accordance with sections 126, 127, 135 and 136.

Re-investment in same company etc.

10

• (1) An individual to whom any eligible shares in a qualifying company are issued shall not be regarded for the purposes of this Schedule as making a qualifying investment if, where the asset disposed of consisted of shares in or securities of any company (“the initial holding"), the qualifying company—

• (a) is the company in which the initial holding subsisted; or

• (b) is a company that was, at the time of the disposal of the initial holding, or is, at the time of the issue of the eligible shares, a member of the same group of companies as the company in which the initial holding subsisted.

• (2) Where—

• (a) any eligible shares in a qualifying company (“the acquired holding") are issued to an individual,

• (b) an amount of qualifying expenditure on those shares has been set under this Schedule against the whole or part of any chargeable gain (the “postponed gain"), and

• (c) after the issue of those shares, eligible shares in a relevant company are issued to him,

he shall not be regarded in relation to the issue to him of the shares in the relevant company as making a qualifying investment for the purposes of this Schedule.

• (3) For the purposes of sub-paragraph (2) above a company is a relevant company if—

• (a) where that individual has disposed of any of the acquired holding, it is the company in which the acquired holding has subsisted or a company which was a member of the same group of companies as that company at any time since the acquisition of the acquired holding;

• (b) it is a company in relation to the disposal of any shares in which there has been a claim under this Schedule such that, without that claim, there would have been no postponed gain in relation to the acquired holding; or

• (c) it is a company which, at the time of the disposal or acquisition to which the claim relates, was a member of the same group of companies as a company falling within paragraph (b) above.

• (4) In this paragraph “group of companies” means a company which has one or more 51 per cent. subsidiaries, together with those subsidiaries.

Pre-arranged exits

11

• (1) Where an individual subscribes for eligible shares (“the shares") in a company, the shares shall be treated as not being eligible shares for the purposes of this Schedule if the relevant arrangements include—

• (a) arrangements with a view to the subsequent repurchase, exchange or other disposal of the shares or of other shares in or securities of the same company;

• (b) arrangements for or with a view to the cessation of any trade which is being or is to be or may be carried on by the company or a person connected with the company;

• (c) arrangements for the disposal of, or of a substantial amount of, the assets of the company or of a person connected with the company;

• (d) arrangements the main purpose of which, or one of the main purposes of which, is (by means of any insurance, indemnity or guarantee or otherwise) to provide partial or complete protection for persons investing in shares in that company against what would otherwise be the risks attached to making the investment.

• (2) The arrangements referred to in sub-paragraph (1)(a) above do not include any arrangements with a view to such an exchange of shares, or shares and securities, as is mentioned in paragraph 8(1) above.

• (3) The arrangements referred to in sub-paragraph (1)(b) and (c) above do not include any arrangements applicable only on the winding up of a company except in a case where—

• (a) the relevant arrangements include arrangements for the company to be wound up; or

• (b) the company is wound up otherwise than for bona fide commercial reasons.

• (4) The arrangements referred to in sub-paragraph (1)(d) above do not include any arrangements which are confined to the provision—

• (a) for the company itself, or

• (b) in the case of a company which is a parent company of a trading group, for the company itself, for the company itself and one or more of its subsidiaries or for one or more of its subsidiaries,

of any such protection against the risks arising in the course of carrying on its business as it might reasonably be expected so to provide in normal commercial circumstances.

• (5) The reference in sub-paragraph (4) above to the parent company of a trading group

• (a) shall be construed in accordance with the provision contained for the purposes of section 293 of the Taxes Act in that section, or

• (b) is a reference to a company that meets the trading requirement in section 181(2)(b) of ITA 2007.

• (6) In this paragraph “the relevant arrangements” means—

• (a) the arrangements under which the shares are issued to the individual; and

• (b) any arrangements made before the issue of the shares to him in relation to or in connection with that issue.

Disqualifying arrangements

11A

• (1) Where an individual subscribes for eligible shares (“the shares”) in a company (“the company”), the shares are to be treated as not being eligible shares for the purposes of this Schedule if the shares are issued, nor any money raised by the issue employed, in consequence or anticipation of, or otherwise in connection with, disqualifying arrangements.

• (2) Arrangements are “disqualifying arrangements” if—

• (a) the main purpose, or one of the main purposes, of the arrangements is to secure—

• (i) that a qualifying business activity is or will be carried on by the company or a qualifying 90% subsidiary of the company, and

• (ii) that one or more persons (whether or not including any party to the arrangements) may obtain relevant tax relief in respect of shares issued by the company which raise money for the purposes of that activity or that such shares may comprise part of the qualifying holdings of a venture capital trust,

• (aa) that activity is the relevant qualifying business activity, and

• (b) one or both of conditions A and B are met.

• (3) Condition A is that, as a (direct or indirect) result of the money raised by the issue of the shares being employed as required by paragraph 1(2)(g), an amount representing the whole or the majority of the amount raised is, in the course of the arrangements, paid to or for the benefit of a relevant person or relevant persons.

• (4) Condition B is that, in the absence of the arrangements, it would have been reasonable to expect that the whole or greater part of the component activities of the relevant qualifying business activity would have been carried on as part of another business by a relevant person or relevant persons.

• (5) For the purposes of this paragraph, it is immaterial whether the company is a party to the arrangements.

• (6) In this paragraph—

• “component activities” means—if the relevant qualifying business activity is activity A (see section 179(2) of ITA 2007), the carrying on of a qualifying trade, or preparing to carry on such a trade, which constitutes that activity, andif the relevant qualifying business activity is activity B (see section 179(4) of that Act), the carrying on of research and development which constitutes that activity;

• “qualifying holdings”, in relation to the issuing company, is to be construed in accordance with section 286 of ITA 2007 (VCTs: qualifying holdings);

• “qualifying 90% subsidiary” has the meaning given by section 190 of ITA 2007;

• “relevant person” means a person who is a party to the arrangements or a person connected with such a party;

• “relevant qualifying business activity” means the activity for the purposes of which the issue of the shares raised money;

• “relevant tax relief”, in respect of shares, means one or more of the following—relief under this Schedule in consequence of which deferral relief is attributable to the shares;relief under section 150A or 150E (enterprise investment scheme or seed enterprise investment scheme) in respect of the shares;relief under Schedule 5BB (seed enterprise investment scheme: re-investment) in consequence of which SEIS re-investment relief is attributable to the shares (see paragraph 4 of that Schedule);relief under Chapter 6 of Part 4 of ITA 2007 (losses on disposal of shares) in respect of the shares; EIS relief (within the meaning of Part 5 of that Act) in respect of the shares;SEIS relief (within the meaning of Part 5A of that Act) in respect of the shares.

Put options and call options

12

• (1) Sub-paragraph (2) below applies where an individual subscribes for eligible shares (“the shares") in a company and—

• (a) an option, the exercise of which would bind the grantor to purchase such shares, is granted to the individual during the relevant period; or

• (b) an option, the exercise of which would bind the individual to sell such shares, is granted by the individual during the relevant period.

• (2) The shares to which the option relates shall be treated for the purposes of this Schedule—

• (a) if the option is granted on or before the date of the issue of the shares, as never having been eligible shares; and

• (b) if the option is granted after that date, as ceasing to be eligible shares on the date when the option is granted.

• (3) The shares to which the option relates shall be taken to be those which, if—

• (a) the option were exercised immediately after the grant, and

• (b) any shares in the company acquired by the individual after the grant were disposed of immediately after being acquired,

would be treated for the purposes of this Schedule as disposed of in pursuance of the option.

• (4) Nothing in this paragraph shall prejudice the operation of paragraph 11 above.

• (5) An individual who acquires any eligible shares on a disposal within marriage or civil partnership shall be treated for the purposes of this paragraph and paragraphs 13 to 15 below as if he subscribed for those shares.

Value received by investor

13

• (1) Where an individual who subscribes for eligible shares (“the shares") in a company receives any value (other than insignificant value) from the company at any time in the period of restriction, the shares shall be treated as follows for the purposes of this Schedule—

• (a) if the individual receives the value on or before the date of the issue of the shares, as never having been eligible shares; and

• (b) if the individual receives the value after that date, as ceasing to be eligible shares on the date when the value is received.

• (1A) This paragraph is subject to paragraph 13B below.

• (1B) Where—

• (a) the individual who subscribes for the shares receives value (“the relevant receipt”) from the company during the period of restriction,

• (b) the individual has received from the company one or more receipts of insignificant value at a time or times—

• (i) during that period, but

• (ii) not later than the time of the relevant receipt, and

• (c) the aggregate amount of the value of the receipts within paragraphs (a) and (b) above is not an amount of insignificant value,

the individual shall be treated for the purposes of this Schedule as if the relevant receipt had been a receipt of an amount of value equal to the aggregate amount.

For this purpose a receipt does not fall within paragraph (b) above if it has previously been aggregated under this sub-paragraph.

• (2) For the purposes of this paragraph an individual receives value from the company if the company—

• (a) repays, redeems or repurchases any of its share capital or securities which belong to the individual or makes any payment to him for giving up his right to any of the company’s share capital or any security on its cancellation or extinguishment;

• (b) repays, in pursuance of any arrangements for or in connection with the acquisition of the shares, any debt owed to the individual other than a debt which was incurred by the company—

• (i) on or after the date of issue of the shares; and

• (ii) otherwise than in consideration of the extinguishment of a debt incurred before that date;

• (c) makes to the individual any payment for giving up his right to any debt on its extinguishment;

• (d) releases or waives any liability of the individual to the company or discharges, or undertakes to discharge, any liability of his to a third person;

• (e) makes a loan or advance to the individual which has not been repaid in full before the issue of the shares;

• (f) provides a benefit or facility for the individual;

• (g) disposes of an asset to the individual for no consideration or for a consideration which is or the value of which is less than the market value of the asset;

• (h) acquires an asset from the individual for a consideration which is or the value of which is more than the market value of the asset; or

• (i) makes any payment to the individual other than a qualifying payment.

• (3) For the purposes of sub-paragraph (2)(e) above there shall be treated as if it were a loan made by the company to the individual—

• (a) the amount of any debt (other than an ordinary trade debt) incurred by the individual to the company; and

• (b) the amount of any debt due from the individual to a third person which has been assigned to the company.

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) For the purposes of this paragraph an individual also receives value from the company if any person who would, for the purposes of section 291 of the Taxes Act or Chapter 2 of Part 5 of ITA 2007, be treated as connected with the company—

• (a) purchases any of its share capital or securities which belong to the individual; or

• (b) makes any payment to him for giving up any right in relation to any of the company’s share capital or securities.

• (6) Where an individual’s disposal of shares in a company gives rise to a chargeable event falling within paragraph 3(1)(a) or (b) above, the individual shall not be treated for the purposes of this paragraph as receiving value from the company in respect of the disposal.

• (7) In this paragraph “qualifying payment” means—

• (a) the payment by any company of such remuneration for service as an officer or employee of that company as may be reasonable in relation to the duties of that office or employment;

• (b) any payment or reimbursement by any company of travelling or other expenses wholly, exclusively and necessarily incurred by the individual to whom the payment is made in the performance of duties as an officer or emplyee of that company;

• (c) the payment by any company of any interest which represents no more than a reasonable commercial return on money lent to that company;

• (d) the payment by any company of any dividend or other distribution which does not exceed a normal return on any investment in shares in or other securities of that company;

• (e) any payment for the supply of goods which does not exceed their market value;

• (f) any payment for the acquisition of an asset which does not exceed its market value;

• (g) the payment by any company, as rent for any property occupied by the company, of an amount not exceeding a reasonable and commercial rent for the property;

• (h) any reasonable and necessary remuneration which—

• (i) is paid by any company for services rendered to that company in the course of a trade or profession carried on wholly or partly in the United Kingdom; and

• (ii) is taken into account in calculating for tax purposes the profits of that trade or profession;

• (i) a payment in discharge of an ordinary trade debt.

• (8) For the purposes of this paragraph a company shall be treated as having released or waived a liability if the liability is not discharged within 12 months of the time when it ought to have been discharged.

• (9) In this paragraph—

• (a) references to a debt or liability do not, in relation to a company, include references to any debt or liability which would be discharged by the making by that company of a qualifying payment; and

• (b) references to a benefit or facility do not include references to any benefit or facility provided in circumstances such that, if a payment had been made of an amount equal to its value, that payment would be a qualifying payment.

• (10) In this paragraph and paragraph 13A(1) below—

• (a) any reference to a payment or disposal to an individual includes a reference to a payment or disposal made to him indirectly or to his order or for his benefit;

• (b) any reference to an individual includes a reference to an associate of his; and

• (c) any reference to a company includes a reference to a person who at any time in the relevant period is connected with the company, whether or not he is so connected at the material time.

• (11) In this paragraph “ordinary trade debt” means any debt for goods or services supplied in the ordinary course of a trade or business where any credit given—

• (a) does not exceed six months; and

• (b) is not longer than that normally given to customers of the person carrying on the trade or business.

• (12) In paragraphs 13A to 13C below (except paragraph 13C(4))—

• (a) references to “the shares” shall be construed in accordance with sub-paragraph (1) above, and

• (b) references to “the period of restriction” shall be construed as references to the period of restriction relating to the shares.

Provision supplemental to paragraph 13

13A

• (1) For the purposes of paragraph 13 above, the value received by the individual in question is—

• (a) in a case within sub-paragraph (2)(a), (b) or (c) of that paragraph, the amount received by the individual or, if greater, the market value of the share capital, securities or debt in question;

• (b) in a case within sub-paragraph (2)(d) of that paragraph, the amount of the liability;

• (c) in a case within sub-paragraph (2)(e) of that paragraph, the amount of the loan or advance reduced by the amount of any repayment made before the issue of the shares;

• (d) in a case within sub-paragraph (2)(f) of that paragraph, the cost to the company of providing the benefit or facility less any consideration given for it by the individual;

• (e) in a case within sub-paragraph (2)(g) or (h) of that paragraph, the difference between the market value of the asset and the consideration (if any) given for it;

• (f) in a case within sub-paragraph (2)(i) of that paragraph, the amount of the payment;

• (g) in a case within sub-paragraph (5) of that paragraph, the amount received by the individual or, if greater, the market value of the share capital or securities in question.

• (2) In this paragraph and paragraph 13 above references to a receipt of insignificant value (however expressed) are references to a receipt of an amount of insignificant value.

This is subject to sub-paragraph (4) below.

• (3) For the purposes of this paragraph and paragraph 13 above “an amount of insignificant value” means an amount of value which—

• (a) does not exceed £1,000, or

• (b) if it exceeds that amount, is insignificant in relation to the total amount of expenditure on the shares which is set under this Schedule against a corresponding total amount of the whole or any part of any chargeable gains.

• (4) For the purposes of paragraph 13 above, if, at any time in the period—

• (a) beginning one year before the shares are issued, and

• (b) expiring at the end of the issue date,

arrangements are in existence which provide for the individual who subscribes for the shares to receive or to be entitled to receive, at any time in the period of restriction, any value from the company that issued the shares, no amount of value received by the individual shall be treated as a receipt of insignificant value.

• (5) In sub-paragraph (4) above—

• (a) any reference to the individual includes a reference to any person who, at any time in the period of restriction, is an associate of his (whether or not he is such an associate at the material time), and

• (b) the reference to the company includes a reference to any person who, at any time in the period of restriction, is connected with the company (whether or not that person is so connected at the material time).

Receipt of replacement value

13B

• (1) Where—

• (a) by reason of a receipt of value within sub-paragraph (2) (other than paragraph (b)) or sub-paragraph (5) of paragraph 13 above (“the original value”), the shares would, in the absence of this paragraph, be treated as never having been eligible shares or as ceasing to be eligible shares on the date when the value is received,

• (b) the original supplier receives value (“the replacement value”) from the original recipient by reason of a qualifying receipt, and

• (c) the amount of the replacement value is not less than the amount of the original value,

the receipt of the original value shall be disregarded for the purposes of paragraph 13 above.

• (2) This paragraph is subject to paragraph 13C below.

• (3) For the purposes of this paragraph and paragraph 13C below—

• “the original recipient” means the person who receives the original value, and

• “the original supplier” means the person from whom that value was received.

• (4) A receipt of the replacement value is a qualifying receipt for the purposes of sub-paragraph (1) above if it arises—

• (a) by reason of the original recipient doing one or more of the following—

• (i) making a payment to the original supplier, other than a payment which falls within paragraph (c) below or to which sub-paragraph (5) below applies;

• (ii) acquiring any asset from the original supplier for a consideration the amount or value of which is more than the market value of the asset;

• (iii) disposing of any asset to the original supplier for no consideration or for a consideration the amount or value of which is less than the market value of the asset;

• (b) where the receipt of the original value was within paragraph 13(2)(d) above, by reason of an event the effect of which is to reverse the event which constituted the receipt of the original value; or

• (c) where the receipt of the original value was within paragraph 13(5) above, by reason of the original recipient repurchasing the share capital or securities in question, or (as the case may be) reacquiring the right in question, for a consideration the amount or value of which is not less than the amount of the original value.

• (5) This sub-paragraph applies to—

• (a) any payment for any goods, services or facilities, provided (whether in the course of a trade or otherwise) by—

• (i) the original supplier, or

• (ii) any other person who, at any time in the period of restriction, is an associate of, or connected with, that supplier (whether or not that person is such an associate, or so connected, at the material time),

which is reasonable in relation to the market value of those goods, services or facilities;

• (b) any payment of any interest which represents no more than a reasonable commercial return on money lent to—

• (i) the original recipient, or

• (ii) any person who, at any time in the period of restriction, is an associate of his (whether or not he is such an associate at the material time);

• (c) any payment for the acquisition of an asset which does not exceed its market value;

• (d) any payment, as rent for any property occupied by—

• (i) the original recipient, or

• (ii) any person who, at any time in the period of restriction, is an associate of his (whether or not he is such an associate at the material time),

of an amount not exceeding a reasonable and commercial rent for the property;

• (e) any payment in discharge of an ordinary trade debt (within the meaning of paragraph 13(11) above); and

• (f) any payment for shares in or securities of any company in circumstances that do not fall within sub-paragraph (4)(a)(ii) above.

• (6) For the purposes of this paragraph, the amount of the replacement value is—

• (a) in a case within paragraph (a) of sub-paragraph (4) above, the aggregate of—

• (i) the amount of any payment within sub-paragraph (i) of that paragraph, and

• (ii) the difference between the market value of any asset within sub-paragraph (ii) or (iii) of that paragraph and the amount or value of the consideration (if any) received for it,

• (b) in a case within sub-paragraph (4)(b) above, the same as the amount of the original value, and

• (c) in a case within sub-paragraph (4)(c) above, the amount or value of the consideration received by the original supplier,

and paragraph 13A(1) above applies for the purposes of determining the amount of the original value.

• (7) In this paragraph any reference to a payment to a person (however expressed) includes a reference to a payment made to him indirectly or to his order or for his benefit.

Provision supplemental to paragraph 13B

13C

• (1) The receipt of the replacement value by the original supplier shall be disregarded for the purposes of paragraph 13B above, as it applies in relation to the shares, to the extent to which that receipt has previously been set (under that paragraph) against any receipts of value which are, in consequence, disregarded for the purposes of paragraph 13 above as that paragraph applies in relation to those shares or any other shares subscribed for by the individual in question (“the individual”).

• (2) The receipt of the replacement value by the original supplier (“the event”) shall also be disregarded for the purposes of paragraph 13B above if—

• (a) the event occurs before the start of the period of restriction, or

• (b) in a case where the event occurs after the time the original recipient receives the original value, it does not occur as soon after that time as is reasonably practicable in the circumstances, or

• (c) where an appeal has been brought by the individual against an assessment made by virtue of paragraph 3(1)(e) above by reason of that receipt, the event occurs more than 60 days after the appeal has been finally determined.

But nothing in paragraph 13B above or this paragraph requires the replacement value to be received after the original value.

• (3) This sub-paragraph applies where—

• (a) the receipt of the replacement value by the original supplier is a qualifying receipt for the purposes of paragraph 13B(1) above, and

• (b) the event which gives rise to the receipt is (or includes) a subscription for shares by—

• (i) the individual, or

• (ii) any person who, at any time in the period of restriction, is an associate of the individual, whether or not he is such an associate at the material time.

• (4) Where this sub-paragraph applies, the person who subscribes for the shares shall not—

• (a) be eligible for any relief under Chapter 3 of Part 7 of the Taxes Act (enterprise investment scheme: income tax relief) in relation to those shares or any other shares in the same issue, or

• (b) by virtue of his subscription for those shares or any other shares in the same issue, be treated as making a qualifying investment for the purposes of this Schedule.

• (4) Where either of the following applies—

• (a) sub-paragraph (3) above, and

• (b) section 223(3) of ITA 2007 (which makes corresponding provision in relation to EIS relief under Part 5 of that Act),

the person who subscribes for the shares shall not by virtue of his subscription for those shares or any other shares in the same issue be treated as making a qualifying investment for the purposes of this Schedule.

• (5) In this paragraph “the original value” and “the replacement value” shall be construed in accordance with paragraph 13B above.

Value received by other persons

14

• (1) Sub-paragraph (2) below applies where an individual subscribes for eligible shares (“the shares") in a company and at any time in the period of restriction the company or any subsidiary—

• (a) repays, redeems or repurchases any of its share capital which belongs to any member other than the individual or a person falling within sub-paragraph (3) below, or

• (b) makes any payment (directly or indirectly) to any such member, or to his order or for his benefit, for the giving up of his right to any of the share capital of the company or subsidiary on its cancellation or extinguishment.

This is subject to paragraphs 14AA and 14A below.

• (2) The shares shall be treated for the purposes of this Schedule—

• (a) if the repayment, redemption, repurchase or payment in question is made or effected on or before the date of the issue of the shares, as never having been eligible shares; and

• (b) if it is made or effected after that date, as ceasing to be eligible shares on the date when it is made or effected.

• (3) A person falls within this sub-paragraph if the repayment, redemption, repurchase or payment in question—

• (a) gives rise to a qualifying chargeable event in respect of him, or

• (b) causes any relief under Chapter III of Part VII of the Taxes Act or Part 5 of ITA 2007 attributable to his shares in the company to be withdrawn or reduced by virtue of section 299 or 300(2)(a) of the Taxes Act or section 209 or 216(2)(a) of ITA 2007, or

• (c) causes any investment relief attributable to shares held by that person (within the meaning of Schedule 15 to the Finance Act 2000) to be withdrawn or reduced by virtue of paragraph 46 (disposal of shares) or 49(1)(a) (repayment etc. of share capital or securities) of that Schedule

or it would have the effect mentioned in paragraph (a), (b) or (c) above were it not a receipt of insignificant value for the purposes of paragraph 13 above, section 300 of the Taxes Act or 214 of ITA 2007 or paragraph 47 of Schedule 15 to the Finance Act 2000, as the case may be.

• (4) In sub-paragraph (3) above “qualifying chargeable event” means—

• (a) a chargeable event falling within paragraph 3(1)(a) or (b) above; or

• (b) a chargeable event falling within paragraph 3(1)(e) above by virtue of sub-paragraph (1)(b) of paragraph 13 above (as it applies by virtue of sub-paragraph (2)(a) of that paragraph).

• (5) Where—

• (a) a company issues share capital (“the original shares") of nominal value equal to the authorised minimum (within the meaning of the Companies Act 2006) for the purposes of complying with the requirements of section 761 of that Act (public company: requirement as to minimum share capital); and

• (b) after the registrar of companies has issued the company with a certificate under section 761, it issues eligible shares,

the preceding provisions of this paragraph shall not apply in relation to any redemption of any of the original shares within 12 months of the date on which those shares were issued.

• (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (7) References in this paragraph and paragraphs 14AA and 14A below to a subsidiary of a company are references to a company which at any time in the relevant period is a 51 per cent. subsidiary of the first mentioned company, whether or not it is such a subsidiary at the time of the repayment, redemption, repurchase or payment in question.

Insignificant repayments disregarded for purposes of paragraph 14

14AA

• (1) Any repayment shall be disregarded for the purposes of paragraph 14 above if whichever is the greater of—

• (a) the market value of the shares to which it relates (“the target shares”) immediately before the event occurs, and

• (b) the amount received by the member in question,

is insignificant in relation to the market value of the remaining issued share capital of the company in question (or, as the case may be, subsidiary in question) immediately after the event occurs.

This is subject to sub-paragraph (4) below.

• (2) For the purposes of this paragraph “repayment” means a repayment, redemption, repurchase or payment mentioned in paragraph 14(1) above.

• (3) For the purposes of sub-paragraph (1) above it shall be assumed that the target shares are cancelled at the time the repayment is made.

• (4) Where an individual subscribes for eligible shares in a company, sub-paragraph (1) above does not apply to prevent paragraph 14(2) above having effect in relation to the shares if, at a relevant time, arrangements are in existence that provide—

• (a) for a repayment by the company or any subsidiary of the company (whether or not it is such a subsidiary at the time the arrangements are made), or

• (b) for anyone to be entitled to such a repayment,

at any time in the period of restriction.

• (5) For the purposes of sub-paragraph (4) above “a relevant time” means any time in the period—

• (a) beginning one year before the eligible shares were issued, and

• (b) expiring at the end of the issue date.

Certain receipts to be disregarded for purposes of paragraph 14

14A

• (1) Sub-paragraph (4) below applies where, by reason of a repayment, any investment relief which is attributable under Schedule 15 to the Finance Act 2000 to any shares is withdrawn under paragraph 56(2) of that Schedule.

• (2) For the purposes of this paragraph “repayment” has the meaning given in paragraph 14AA(2) above.

• (3) For the purposes of sub-paragraph (4) below “the relevant amount” is the amount determined by the formula—

$$X-5Y$Where—X is the amount of the repayment, andY is the aggregate amount of the investment relief withdrawn by reason of the repayment.$

• (4) Where the relevant amount does not exceed £1,000, the repayment shall be disregarded for the purposes of paragraph 14 above, unless repayment arrangements are in existence at any time in the period—

• (a) beginning one year before the shares mentioned in sub-paragraph (1) above are issued, and

• (b) expiring at the end of the issue date of those shares.

• (5) For this purpose “repayment arrangements” means arrangements which provide—

• (a) for a repayment by the company that issued the shares (“the issuing company”) or any subsidiary of that company, or

• (b) for anyone to be entitled to such a repayment,

at any time.

• (6) Sub-paragraph (5)(a) above applies in relation to a subsidiary of the issuing company whether or not it was such a subsidiary—

• (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (b) when the arrangements were made.

• (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (8) In this paragraph—

• (a) “investment relief” has the same meaning as in Schedule 15 to the Finance Act 2000 (corporate venturing scheme); and

• (b) references to the withdrawal of investment relief include its reduction.

Investment-linked loans

15

• (1) Where at any time in the relevant period an investment-linked loan is made by any person to an individual who subscribes for eligible shares (“the shares") in a company, the shares shall be treated for the purposes of this Schedule—

• (a) if the loan is made on or before the date of the issue of the shares, as never having been eligible shares; and

• (b) if the loan is made after that date, as ceasing to be eligible shares on the date when the loan is made.

• (2) A loan made by any person to an individual is an investment-linked loan for the purposes of this paragraph if the loan is one which would not have been made, or would not have been made on the same terms, if the individual had not subscribed for the shares or had not been proposing to do so.

• (3) References in this paragraph to the making by any person of a loan to an individual include references—

• (a) to the giving by that person of any credit to that individual; and

• (b) to the assignment or assignation to that person of any debt due from that individual.

• (4) In this paragraph any reference to an individual includes a reference to an associate of his.

Information

16

• (1) Where, in relation to any of the relevant shares held by an individual—

• (a) a chargeable event falling within paragraph 3(1)(a) or (b) above occurs at any time before the termination date relating to those shares,

• (b) a chargeable event falling within paragraph 3(1)(c) or (d) above occurs, or

• (c) a chargeable event falling within paragraph 3(1)(e) above occurs by virtue of paragraph 12(2)(b), 13(1)(b) or 15(1)(b) above,

the individual shall within 60 days of his coming to know of the event give a notice to the inspector containing particulars of the circumstances giving rise to the event.

• (2) Where, in relation to any of the relevant shares in a company, a chargeable event falling within paragraph 3(1)(e) above occurs by virtue of paragraph 1A(1) or (2), 13(1)(b) or 14(2)(b) above—

• (a) the company, and

• (b) any person connected with the company who has knowledge of that matter,

shall within 60 days of the event or, in the case of a person within paragraph (b) above, of his coming to know of it, give a notice to the inspector containing particulars of the circumstances giving rise to the event.

• (2A) In determining, for the purposes of sub-paragraph (1) or (2) above, whether a chargeable event falling within paragraph 3(1)(e) above has occurred by virtue of paragraph 13(1)(b) above, the effect of paragraph 13B above shall be disregarded.

• (3) A chargeable event falling within paragraph 3(1)(e) above which, but for paragraph 1A(5) above, would occur at any time by virtue of paragraph 1A(1) or (2) above shall be treated for the purposes of sub-paragraph (2) above as occurring at that time.

• (3A) Where—

• (a) a person is required to give a notice under sub-paragraph (1) or (2) above in respect of a chargeable event which occurs by virtue of paragraph 13(1)(b) above or would occur by virtue of that paragraph but for the operation of paragraph 13B above, and

• (b) that person has knowledge of the replacement value received (or expected to be received) from the original recipient by the original supplier by reason of a qualifying receipt,

the notice shall include particulars of that receipt of the replacement value (or expected receipt).

In this sub-paragraph “the replacement value”, “the original recipient”, “the original supplier” and “qualifying receipt” shall be construed in accordance with paragraph 13B above.

• (4) Where a company has issued a certificate under section 306(2) of the Taxes Act or section 203(1) of ITA 2007 (as applied by paragraph 6 above) in respect of any eligible shares in the company, and the condition in paragraph 1(2)(g) above is not satisfied in relation to the shares—

• (a) the company, and

• (b) any person connected with the company who has knowledge of that matter,

shall within 60 days of the time mentioned in section 289(3) of the Taxes Act or section 175(3) of ITA 2007 or, in the case of a person within paragraph (b) above, of his coming to know that the condition is not satisfied, give notice to the inspector setting out the particulars of the case.

• (4A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) If the inspector has reason to believe—

• (a) that a person has not given a notice which he is required to give—

• (i) under sub-paragraph (1) or (2) above in respect of any chargeable event, or

• (ii) under sub-paragraph (4) above in respect of any particular case, or

• (b) that a person has given or received value (within the meaning of paragraph 13(2) or (5) above) which, but for the fact that the amount given or received was an amount of insignificant value (within the meaning of paragraph 13A(3) above), would have triggered a requirement to give a notice under sub-paragraph (1) or (2) above, or

• (c) that a person has made or received any repayment (within the meaning of paragraph 14AA(2) above) which, but for the fact that it falls to be disregarded for the purposes of paragraph 14 above by virtue of paragraph 14AA(1) above, would have triggered a requirement to give a notice under sub-paragraph (2) above,

the inspector may by notice require that person to furnish him within such time (not being less than 60 days) as may be specified in the notice with such information relating to the event or case as the inspector may reasonably require for the purposes of this Schedule.

• (6) Where a claim is made under this Schedule in respect of shares in a company and the inspector has reason to believe that it may not be well founded by reason of any such arrangements as are mentioned in paragraphs 1(2)(d), 11(1) or 11A above, or section 289(1D) or (9)(e), 289A(8)(b) or (8A), 293(4B), (6) or (8) or 308(2)(e), (3), (3A) or (4) of the Taxes Act or section 176(4)(b) or (5)(b), 182(2) or (4), 183(6), 185(1), 190(1)(e) or 191(2)(c), (3), (4) or (5) of ITA 2007, he may by notice require any person concerned to furnish him within such time (not being less than 60 days) as may be specified in the notice with—

• (a) a declaration in writing stating whether or not, according to the information which that person has or can reasonably obtain, any such arrangements exist or have existed;

• (b) such other information as the inspector may reasonably require for the purposes of the provision in question and as that person has or can reasonably obtain.

• (7) For the purposes of sub-paragraph (6) above, the persons who are persons concerned are—

• (a) in relation to paragraph 1(2)(d) above or section 293(4B) or (6) of the Taxes Act or section 182(2) or (4) of ITA 2007, the claimant, the company and any person controlling the company;

• (aa) in relation to section 289(1D), 289A(8)(b) or (8A) or 308(3), (3A) or (4) of the Taxes Act or section 176(4)(b) or (5)(b), 183(6) or 191(3), (4) or (5) of ITA 2007, the claimant, the company, any other company in question and any person controlling the company or any other company in question;

• (b) in relation to paragraph 11(1) above, the claimant, the company and any person connected with the company; ...

• (ba) in relation to paragraph 11A, the claimant, the company, any person controlling the company and any person whom an officer of Revenue and Customs has reason to believe may be a party to the arrangements in question; and

• (c) in relation to section 289(9)(e), 293(8) or 308(2)(e) of the Taxes Act or section 185(1), 190(1)(e) or 191(2)(c) of ITA 2007, the company and any person controlling the company;

and for those purposes the references in paragraphs (a), (aa), (b) and (ba) above to the claimant include references to any person to whom the claimant appears to have made a disposal within marriage or civil partnership of any of the shares in question.

• (7A) The references in sub-paragraphs (6) and (7) above to subsections (3), (3A) and (4) of section 308 of the Taxes Act and subsections (3), (4) and (5) of section 191 of ITA 2007 are to be read as including those provisions as applied by section 289(10) and (11) of the Taxes Act or section 190(2) of ITA 2007.

• (8) Where deferral relief is attributable to shares in a company—

• (a) any person who receives from the company any payment or asset which may constitute value received (by him or another) for the purposes of paragraph 13 above, and

• (b) any person on whose behalf such a payment or asset is received,

shall, if so required by the inspector, state whether the payment or asset received by him or on his behalf is received on behalf of any person other than himself and, if so, the name and address of that person.

• (9) Where a claim has been made under this Schedule in relation to shares in a company, any person who holds or has held shares in the company and any person on whose behalf any such shares are or were held shall, if so required by the inspector, state—

• (a) whether the shares which are or were held by him or on his behalf are or were held on behalf of any person other than himself; and

• (b) if so, the name and address of that person.

• (10) No obligation as to secrecy imposed by statute or otherwise shall preclude the inspector from disclosing to a company that relief has been given or claimed in respect of a particular number or proportion of its shares.

Trustees: general

17

• (1) Subject to the following provisions of this paragraph, this Schedule shall apply as if—

• (a) any reference to an individual included a reference to the trustees of a settlement, and

• (b) in relation to any such trustees, the reference in paragraph 1(1) above to any asset were a reference to any asset comprised in any settled property to which this paragraph applies (a “trust asset").

• (2) This paragraph applies—

• (a) to any settled property in which the interests of the beneficiaries are not interests in possession, if all the beneficiaries are individuals, and

• (b) to any settled property in which the interests of the beneficiaries are interests in possession, if any of the beneficiaries are individuals.

• (3) If, at the time of the disposal of the trust asset in a case where this Schedule applies by virtue of this paragraph—

• (a) the settled property comprising that asset is property to which this paragraph applies by virtue of sub-paragraph (2)(b) above, but

• (b) not all the beneficiaries are individuals,

only the relevant proportion of the gain which would accrue to the trustees on the disposal shall be taken into account for the purposes of this Schedule as it so applies.

• (4) This Schedule shall not apply by virtue of this paragraph in a case where, at the time of the disposal of the trust asset, the settled property which comprises that asset is property to which this paragraph applies by virtue of sub-paragraph (2)(a) above unless, immediately after the acquisition of the relevant shares, the settled property comprising the shares is also property to which this paragraph applies by virtue of sub-paragraph (2)(a) above.

• (5) This Schedule shall not apply by virtue of this paragraph in a case where, at the time of the disposal of the trust asset, the settled property which comprises that asset is property to which this paragraph applies by virtue of sub-paragraph (2)(b) above unless, immediately after the acquisition of the relevant shares—

• (a) the settled property comprising the shares is also property to which this paragraph applies by virtue of sub-paragraph (2)(b) above, and

• (b) if not all the beneficiaries are individuals, the relevant proportion is not less than the proportion which was the relevant proportion at the time of the disposal of the trust asset.

• (6) If, at any time, in the case of settled property to which this paragraph applies by virtue of sub-paragraph (2)(b) above, both individuals and others have interests in possession, “the relevant proportion" at that time is the proportion which the amount specified in paragraph (a) below bears to the amount specified in paragraph (b) below, that is—

• (a) the total amount of the income of the settled property, being income the interests in which are held by beneficiaries who are individuals, and

• (b) the total amount of all the income of the settled property.

• (7) Where, in the case of any settled property in which any beneficiary holds an interest in possession, one or more beneficiaries (“the relevant beneficiaries") hold interests not in possession, this paragraph shall apply as if—

• (a) the interests of the relevant beneficiaries were a single interest in possession, and

• (b) that interest were held, where all the relevant beneficiaries are individuals, by an individual and, in any other case, by a person who is not an individual.

• (8) In this paragraph references to interests in possession do not include interests for a fixed term and, except in sub-paragraph (1), references to individuals include any charity.

Trustees: anti-avoidance

18

• (1) Paragraphs 13 to 13C and 15 above shall have effect in relation to the subscription for shares by the trustees of a settlement as if references to the individual subscribing for the shares were references to—

• (a) those trustees;

• (b) any individual or charity by virtue of whose interest, at a relevant time, paragraph 17 above applies to the settled property; or

• (c) any associate of such an individual, or any person connected with such a charity.

• (2) The relevant times for the purposes of sub-paragraph (1)(b) above are the time when the shares are issued and—

• (a) in a case where sub-paragraph (1) of paragraph 13 above applies, or that sub-paragraph would apply were it not for the fact that the amount of value is an amount of insignificant value for the purposes of that sub-paragraph, the time when the value is received;

• (ab) in a case where paragraph 13(1) above would apply were it not for the operation of paragraph 13B above, the time when the original value (within the meaning of paragraph 13B above) in question is received;

• (b) in a case where paragraph 15 above applies, the time when the loan is made.

Interpretation

19

• (1) For the purposes of this Schedule—

• “51 per cent. subsidiary” has the meaning given by Chapter 3 of Part 24 of CTA 2010;

• “arrangements” includes any scheme, agreement, understanding, transaction or series of transactions (whether or not legally enforceable);

• “associate” has the meaning that would be given by section 448 of CTA 2010 if in that section “relative” did not include a brother or sister;

• “bonus shares” means shares which are issued otherwise than for payment (whether in cash or otherwise);

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “eligible shares” has the meaning given by section 289(7) of the Taxes Act or means shares that meet the requirement in section 173 (2) of ITA 2007;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “non-resident” means a person who is not resident in the United Kingdom;

• “ordinary share capital” has the meaning given by section 989 of ITA 2007;

• “ordinary shares”, in relation to a company, means shares forming part of its ordinary share capital;

• “the period of restriction”, in relation to any shares, means the period— beginning one year before the shares are issued, andending immediately before the termination date relating to the shares;

• “qualifying business activity” has the meaning given by section 289(2) of the Taxes Act or section 179 of ITA 2007;

• “qualifying company”, in relation to any eligible shares, means a company which, in relation to those shares, is— a qualifying company for the purposes of Chapter 3 of Part 7 of the Taxes Act (except that for the purposes of this Schedule the reference in section 293(1B)(b)(i) of that Act to section 304A of that Act shall be read as a reference to paragraph 8 above), ora qualifying company for the purposes of Part 5 of ITA 2007 (except that for the purposes of this Schedule the reference in section 184(1)(c)(i) of that Act to section 247 of that Act shall be read as a reference to paragraph 8 above).

• “the relevant period”, in the case of any shares, means the period found by applying section 312(1A)(a) of the Taxes Act or section 159(2) of ITA 2007 by reference to the company that issued the shares and by reference to the shares;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “termination date”, in relation to any shares, means the date found by applying the definition of “termination date” in section 312(1) of the Taxes Act or section 256 of ITA 2007 by reference to the company that issued the shares and by reference to the shares.

• (1A) For the purposes of this Schedule, “the relevant shares”, in relation to a case to which this Schedule applies, means the shares which—

• (a) are acquired by the investor in making the qualifying investment, and

• (b) where the qualifying investment is made before the time at which the original gain accrues, are still held by the investor at that time.

This is subject to sub-paragraphs (1B) and (1D) below.

• (1B) If any corresponding bonus shares in the same company are issued to the investor or any person who has acquired any of the relevant shares from the investor on a disposal within marriage or civil partnership, this Schedule shall apply as if references to the relevant shares were to all the shares comprising the relevant shares and the bonus shares so issued.

• (1C) In sub-paragraph (1B) above “corresponding bonus shares” means bonus shares which—

• (a) are issued in respect of the relevant shares; and

• (b) are of the same class, and carry the same rights, as those shares.

• (1D) If, in circumstances in which paragraph 8 above applies, new shares are issued in exchange for old shares, references in this Schedule to the relevant shares, so far as they relate to the old shares, shall be construed as references to the new shares and not to the old shares.

• (1E) In sub-paragraph (1D) above “new shares” and “old shares” have the same meaning as in paragraph 8 above.

• (2) For the purposes of this Schedule, “deferral relief” is attributable to any shares if—

• (a) expenditure on the shares has been set under this Schedule against the whole or part of any gain; and

• (b) in relation to the shares there has been no chargeable event for the purposes of this Schedule.

• (3) In this Schedule—

• (a) references (however expressed) to an issue of eligible shares in any company are to any eligible shares in the company that are of the same class and are issued on the same day;

• (b) references to a disposal within marriage or civil partnership are references to any disposal to which section 58 applies; ...

• (c) references to Chapter III of Part VII of the Taxes Act or any provision of that Chapter are to that Chapter or provision as it applies in relation to shares issued on or after 1st January 1994; and

• (d) references to Part 5 of ITA 2007 or any provision of that Part are to a Part or provision that applies only in relation to shares issued on or after 6th April 2007.

• (4) For the purposes of this Schedule shares in a company shall not be treated as being of the same class unless they would be so treated if dealt with on the Stock Exchange.

• (5) Notwithstanding anything in section 288(5), shares shall not for the purposes of this Schedule be treated as issued by reason only of being comprised in a letter of allotment or similar instrument.

SCHEDULE 5BA — Enterprise investment scheme: application of taper relief

Application of Schedule

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Taper relief on revived gains

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Qualifying holding period

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Periods that do not count

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gains on disposal of business or non-business assets

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Savings

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Relevant re-investment shares

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Derivation of gains

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interpretation

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 5BB — Seed enterprise investment scheme: re-investment

SEIS re-investment relief

1

• (1) Sub-paragraph (5) applies where conditions A to C are met in relation to an individual (“the investor”).

• (2) Condition A is that—

• (a) there would (ignoring sub-paragraphs (5) and (6)) be a chargeable gain (“the original gain”) accruing to the investor at any time in the tax year 2012-13 or any subsequent tax year (the year in question being referred to in this Schedule as “the relevant year”), and

• (b) the original gain is one accruing on the disposal of an asset by the investor at any time (“the disposal time”) in the relevant year.

• (3) Condition B is that—

• (a) the investor is eligible for SEIS relief for the relevant year in respect of an amount subscribed for an issue of shares in a company made to the investor in that year,

• (b) the investor makes a claim for and obtains SEIS relief for that year in respect of all or some of those shares (“the relevant SEIS shares”), and

• (c) if the relevant SEIS shares, or any corresponding bonus shares in relation to those shares, were issued before the disposal time, they are still held by the investor at the disposal time.

• (4) Condition C is that—

• (a) the investor has made a claim under this paragraph for relief in relation to the original gain, and

• (b) the claim is in respect of the amount on which SEIS relief is claimed by the investor in respect of the relevant SEIS shares (“the SEIS expenditure”) or part of that amount.

• (5) The relevant percentage of the available SEIS expenditure is to be set against a corresponding amount of the original gain.

• (5A) In sub-paragraph (5)—

• “the available SEIS expenditure” means so much of the SEIS expenditure as—is specified in the claim,is unused, anddoes not exceed so much of the original gain as is unmatched;

• “the relevant percentage” means—if the relevant year is the tax year 2012-13, 100%, andif the relevant year is any subsequent tax year, 50%.

• (6) Where an amount of the SEIS expenditure is set against the whole or part of the original gain under sub-paragraph (5), so much of that gain as is equal to that amount is to be treated as not being a chargeable gain.

• (7) For the purposes of this paragraph—

• (a) the SEIS expenditure is unused to the extent that it has not already been set under sub-paragraph (5) or paragraph 2(1) of Schedule 5B against the whole or any part of a chargeable gain, and

• (b) the original gain is unmatched, in relation to the SEIS expenditure, to the extent that it has not had any other expenditure set against it under sub-paragraph (5) or paragraph 2(1) of Schedule 5B.

Restrictions on relief under paragraph 1

2

• (1) Sub-paragraph (2) applies if the investor's tax reduction under section 257AB of ITA 2007 for the relevant year is limited by subsection (2)(b) of that section (calculation of tax reduction where claim made for amounts subscribed for shares which exceed £200,000).

• (2) Paragraph 1(5) to (7) has effect as if references to the SEIS expenditure were references to so much of that expenditure as is given by the formula—

$$SA TSA × £ 200,000$where— SA means the SEIS expenditure (ignoring this paragraph);TSA means the total of the amounts subscribed for shares issued in the relevant year in respect of which the investor is eligible for and claims SEIS relief for that year.$

• (3) Sub-paragraph (4) applies if the amount of SEIS relief attributable to any of the relevant SEIS shares has been reduced under Chapter 6 of Part 5A of ITA 2007 before the SEIS relief was obtained (otherwise than by virtue of corresponding bonus shares being issued in respect of those shares).

• (4) Paragraph 1(5) to (7) has effect as if the SEIS expenditure were the amount found by multiplying that expenditure by the fraction—

$$R 1 R 2$where—“R1” means the amount of SEIS relief attributable to the relevant SEIS shares when the relief is obtained;“R2” means the amount of SEIS relief which would have been so attributable in the absence of the reduction.$

• (5) In a case where sub-paragraphs (2) and (4) both apply, sub-paragraph (2) is to be applied before sub-paragraph (4).

Claims

3

• (1) Section 257EA of ITA 2007 (time for making claims for SEIS relief) applies in relation to a claim made by the investor for the purposes of paragraph 1 in relation to the SEIS expenditure as it applies in relation to a claim for SEIS relief in respect of that expenditure.