Euromoney Institutional Investor plc v HMRC

In Euromoney Institutional Investor plc v HMRC [2021] UKFTT 061 (TC) (4 March 2021) the FTT held that the share for share exchange provisions of TCGA 1992 s 135 applied to the transaction in question even though one of the taxpayer’s purposes was the avoidance of a tax liability.

Euromoney sold its shares in a 50% subsidiary company to another company (DTL) controlled by an unconnected private equity group. The consideration of approximately $80m was satisfied by the issue of ordinary shares and 21m $1 redeemable preference shares in DTL. It had originally been intended that the transaction should be for a combination of ordinary shares and cash but Euromoney’s tax director had suggested the substitution of the preference shares. In evidence he accepted that his intention was that that the entire transaction should be treated as a share for share...