I have a holding company client with 4 trading subs. Currently owned 50:50 (A/B) with no outright control. A third individual (C) - unconnected - is interested in investing but doesn't like the look of one of the subs. One option is for him to acquire shares in each of the other 3 subs but the current owners would prefer shareholdings to remain at the top, so have suggested demerging the sub. There is also a possibility that that sub may be sold in the next year or so, but there are currently no discussions. My question is twofold. Assuming that commercial rationale can be demonstrated for a demerger (which is not a given):
(a) I don't believe that the mere possibility of a sale is enough to invoke CTA 2010 s1081(5)(d) - there is no scheme or arrangement in place for a change of control (ie sale)
(b) Although control of the holding company could then be exercised by either of groups A/C or B/C (as well as, is currently the position, A/B) I don't interpret this as acquisition of control by any person or persons other than the members of the holding company. But I'm less certain on this point than I am on (a).