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TCGA 1992 s 135 sets out three conditions (cases) which where satisfied in a takeover of one company say Company A by another company Company B then the two companies can be treated as the same company for the purposes of the share reorganisations etc. provisions of ss 127 to 131 and as if the exchange were a reorganisation of share capital. I am trying to obtain a definitive view of the operation of s 135 in the following circumstances.
The conditions in Case 3 (in s 135(2)) are apparently satisfied 'where Company B holds or in consequence of the exchange will hold the greater part of the voting power in Company A'.
However HMRC's Capital Gains Manual at CG52524 states that '… in satisfying the first test Company B must hold the shares directly.
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