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Share for share exchange

Share for share exchange

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I just wanted to check that the forms to action a share for share exchange would be. Would you use J30 to transfer the share the acquiring company and then that company issue new shares on SH01 to the orginal shareholders or should you use a combination of SH01, SH03 and SH06 to buyback/cancel then issue new shares in the acquired co to the acquiring co and then in the acquiring co to the shareholders? Thanks in advance for any help.

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By johngroganjga
07th May 2014 11:02

It depends what the transaction is.  If it's a simple share for share exchange then it's just a J30 and SH01, as you say.

The buyback route seems a very long-winded and pointlessly complicated way of doing something quite simple.  No doubt I have missed something

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By Justin Bryant
07th May 2014 11:15

I would get a cheap company lawyer to do this

He can also claim the SD relief and do the share sale agreement etc. I can recommend someone if you want to PM me or you can contact me at the link below.

www.ated.co.uk

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By johngroganjga
07th May 2014 11:24

Agree with the above if the parties need a share sale agreement and one has not yet been drafted.

Do not agree if all the parties need is a J30 and SH01 completing for them.

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By jaxx789
07th May 2014 11:30

The share for share agreement is being drafted by a lawyer, company valuations have already been carried out for SD purposes. I thought the share forms were as originally thought.

So simply, J30 for individuals in the acquired company transferring their shares to the acquiring company and the the acquiring company would simply issue shares via SH01. I just wanted to make sure that there wasn't one encompassing form dealing specifically with share for share exchanges.I assume then consideration would simply be the original subscription price of the shares seeing as the new shares will assume the base cost of the surrendered shares.

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By Justin Bryant
07th May 2014 11:36

The cheap lawyer can also do

The s138 TCGA clearance letter etc. Remember, you cannot update the target's members' register without a stamped or adjudicated STF.

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By Steve Kesby
07th May 2014 11:45

@ Justin

I thought the stamp office required extracts from the members register before/after in order to adjudicate the STF?

If you can't update the members register without the STF having been adjudicated, isn't that Catch 22?

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By Justin Bryant
07th May 2014 12:01

SD Adjudication etc.

No, you do not need to do that (for target) per pages 12 & 13 of the link below:

http://www.hmrc.gov.uk/so/bulletin02-2013.pdf 

 

 

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By jaxx789
07th May 2014 12:08

Advance clearance was sent off yesterday so will be receiving that response within 30 days. I don't envisage them having any objections.

Re the SD, there are three companies being restructured, the shareholder before/after will mirror in one company (and its 100%) sub but not in the third co, therefore stamping should only be required for that third co.

Steve, you have a point there. Although surely the stamp office can access the registrar of members before by viewing the most recent annual return.

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By Steve Kesby
07th May 2014 12:11

Ah yes...

... target before and acquiree after. Now I remember!

Thanks for that as well. I wasn't aware it existed, and had to *fax* the stamp office last time I wanted it.

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By jaxx789
07th May 2014 12:18

How can the registrar be updated before everything has been signed off and stamped. All that would have been filed would be the SH01, the registrar would only get updated once the annual return is submitted. Would this mean that the annual return will need to be submitted quickly.

On another point, would the J30 and SH01 need to be dated the same day in order for the share for share exchange to be effective

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By Steve Kesby
07th May 2014 12:22

I think...

... Justin is referring to the companies' own registers; the ones that CA 2006, s 113 requires all companies to keep and have available for inspection at their registered office. You must have seen them? :P

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By jaxx789
07th May 2014 12:42

O yes there easily updated. I thought he was referring to submitted docs to CH showing the updated shareholdings. Can easily prepare a table appendix showing shareholding before adn after

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By Justin Bryant
07th May 2014 13:05
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