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Inserting a holding company - capitalise to MV?

Is it necessary to capitalise a new HoldingCo to MV of subsidiary

Hi all. Not something I deal with on a daily basis so I'd be grateful if anyone can clarify for my understanding.

In a group demerger I was involved with, I gather it was recommended to capitalise a newly formed Holding company to the market value of the company that would become the subsidary but with the shareholdings owning the same ratio. A share for share exchange was done, commercial property was transferred via divi in specie, and the HoldCo then reduced its share capital to the new (lower) value of the trading subsidiary via a buyback. The trading sub was then transferred out to a newco via a share for share exchange.

Why is it necessary to issue unpaid share capital to the market value of the sub when a share for share exchange would do the same thing via a Holdco being formed with mirrored shareholdings? I don't understand why it's necessary to do this, then do a buyback to reduce the share capital after the property has been moved up into the Holdco.

And in the event of a straightforward share for share exchange to insert a holding company, would this be an unnecessary step - i.e. it's only done when moving property/assets around between a newly formed group?

Thanks for any pointers.

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