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HMRC internal manual

Capital Gains Manual

HM Revenue & Customs
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Debts: satisfied by issuing shares or securities: share exchanges

TCGA92/S135 may apply if

  • a debt that is a debenture
  • is acquired by a company other than the debtor and
  • the company issues its own shares or debentures in exchange for the debenture.

Guidance on TCGA92/S135 is at CG52521 onwards. In practice, an acquisition of debentures is most likely to fall within TCGA92/S135 if the acquiring company already owns shares in the target company, or is acquiring shares as well as debentures. When that section applies TCGA92/S127 operates so that the transaction is treated as involving no acquisition of the shares issued (see CG52579) so TCGA92/S251 (3) cannot apply.