Motion made, and Question,
That the following provisions shall have effect for the period beginning 26th March 1985 and ending 31 days after the earliest of the dates mentioned in section 50(2) of the Finance Act 1973—
(1) Paragraph (2) below applies where a company (company A) issues relevant securities (but issues or transfers no other property) in exchange for shares in another company (company B) and company A—
(2) Stamp duty under the heading "Conveyance or Transfer on Sale" in Schedule 1 to the Stamp Act 1891 shall not be chargeable on an instrument transferring the shares in company B (by way of the exchange).
(3) Where paragraph (2) above would apply but for the fact that company A not only issues relevant securities but also issues or transfers other property (whether or not it is or includes money) by way of the exchange, the value of the relevant securities shall be ignored in calculating stamp duty under the heading mentioned in that paragraph on an instrument transferring the shares in company B (by way of the exchange).
(4) In this Resolution "securities" includes shares, and "relevant securities" means securities which may be registered in a register kept by or on behalf of company A and in relation to which the terms of the general offer or other arrangement providing for the exchange make no provision for partial or total conversion directly or indirectly into money (whether by way of redemption, sale or otherwise) at a time which falls or may fall before the expiry of the period of three years commencing with the day on which the exchange is completed.
(5) For the purposes of this Resolution relevant securities shall not be taken to have been issued unless they are registered in a register kept by or on behalf of company A, in the name of the person tranferring the shares in company B by way of the exchange.
(6) References in this Resolution to shares in company B include references to convertible loan capital of the company; and "convertible loan capital" means loan capital mentioned in section 126(2) of the Finance Act 1976.
(7) For the purposes of this Resolution company A has control of company B if company A has power to control company B's affairs by virtue of holding shares in, or possessing voting power in relation to, company B or any other body corporate.
(8) in this Resolution "general offer" means an offer made to members of company B or any class of them, and—
(9) An instrument in respect of which stamp duty is not chargeable by virtue only of paragraph (2) above shall not be taken to be duly stamped unless it is stamped with the duty to which it would be liable but for that paragraph or it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty.
(10) An instrument in respect of which reduced stamp duty is chargeable by virtue of paragraph (3) above shall not be taken to be duly stamped unless it is stamped with the duty to which it would be liable but for that paragraph or it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is duly stamped.
(11) Paragraphs (1) to (10) above shall apply to—
(12) For the purposes of section 14(4) of the Stamp Act 1891 (instruments not to be given in evidence etc. unless stamped in accordance with the law in force at the time of first execution), the law in force at the time of execution of an instrument falling within paragraph (11)(b) above shall be deemed to be that as varied in accordance with this Resolution.
And it is hereby declared that it is expedient in the public interest that this Resolution should have statutory effect under the provisions of section 50 of the Finance Act 1973. — [Mr. Lawson.]
put forthwith pursuant to Standing Order No. 114 (Ways and Means motions), and agreed to.