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6. Takeovers
(a)
Where a takeover is a share for share deal or paper for paper transaction, shareholders of the
company taken over acquire shares in the acquiring company. This normally does not
constitute a chargeable disposal.
(b)
The new shares are deemed to have been acquired for the same cost as the original shares.
(c)
Mixed consideration:
A takeover may involve attributing the cost of the original holding to the
di
ff
erent component parts of the new holding, if a mix of consideration is received e.g. a
combination of ordinary and preference shares. This is done by allocating the cost of the
original holding to the new shares according to the market value of what is received at the time
of the takeover. Use the answer to example 4 below to see how the technique is applied.
Example 4
Z Ltd acquired 10,000 A Ltd shares in August 1989 for £10,000. In July 2022 B plc takes over A Ltd
and for each share in A Ltd, Z Ltd receives:
2 B plc ordinary shares valued at £1.50 each and, 1 B plc preference shares valued at £1 each.
The preference shares are sold in March 2023 for £15,000.
Indexation factor from August 1989 to December 2017 is 1.357
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