In O Wilkinson and others v HMRC [2023] UKFTT 695 (TC) (4 August 2023) the First-tier Tribunal (FTT) held that a share for share exchange did not form part of a scheme or arrangement of which the main purpose or one of the main purposes was the avoidance of a liability to capital gains tax. Accordingly the provisions in TCGA 1992 s 135 applied to the transaction and were not disapplied by TCGA 1992 s 137.
Mr and Mrs Wilkinson together owned about 58% of the ordinary shares in P Ltd. A deal was agreed by which P Ltd would be acquired by the BCA group through an acquisition vehicle TF1 Ltd for a consideration of £130m (the transaction) to be satisfied by a combination of cash and loan notes issued by TF1 Ltd (the exchange). A few days prior to the transaction Mr...
