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Capital Gains Manual

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Deferred consideration: shares and securities: example

This example illustrates the effect of an earn-out right being treated as a security by TCGA92/S138A if a taxpayer sells shares and receives an immediate issue of shares and the right to receive a deferred unascertainable amount of shares.

All events take place on or after 26 November 1996. Illustrative indexation factors have been provided for the purposes of this example only. Indexation allowance does not apply to Capital Gains Tax disposals from 2008-09.

FACTS 

  • In year 0 a taxpayer acquires all the shares in T Ltd for £100,000.
  • In year 10 the taxpayer sells the shares in T Ltd at arm’s length to P Ltd.

The consideration is

  1. 80,000 shares in P Ltd at market value of £2.25 each (total £180,000), plus
  2. the right to two payments of deferred consideration, the amount depending on future profits of T Ltd, to be satisfied only by an issue of shares in P Ltd.

The market value of the right to deferred consideration at the time of disposal is agreed by Shares and Assets Valuation at £300,000.

In year 11 shares in P Ltd to the value of £202,940 (73,000 shares at £2.78 each) are issued to the taxpayer in part satisfaction of the right to deferred consideration. The market value of the remainder of the right in year 11 is agreed by Shares and Assets Valuation at £90,000.

In year 12 shares in P Ltd to the value of £118,440 (47,000 shares at £2.52 each) are issued in full satisfaction of the remainder of the right to deferred consideration.

P Ltd is a company whose shares are quoted on the Stock Exchange. All of the conditions are satisfied and the earn-out right is treated as a security by TCGA92/S138A.

COMPUTATIONS

A) COST OF SHARES IN P LTD

Apportioned cost      
       
       
cost x shares  
    -–-–-–-–-–-–-–  
    shares + ‘right’  
       
£100,0000 x £180,000  
    -–-–-–-–-–-–-–-–-— £37,500 at year 0
    £180,000 + £300,000  
       
Indexed rise to year 10      
£37,500 x 0.250     9,375
      -–-–-—-
Indexed pool of expenditure     £46,875
      -–-–-—-

B) COST OF NOTIONAL SECURITY = RIGHT TO DEFERRED CONSIDERATION

Apportioned cost      
       
       
£100,000 x £300,000  
    -–-–-–-–-–-–-–-–-— £62,500
    £180,000 + £300,000  
       
Indexed rise to year 10      
£62,500 x 0.250     £15,625
      -–-–-—-
Indexed pool of expenditure     £78,125
      -–-–-–-–

C) COMPUTATIONS WHEN DEFERRED CONSIDERATION RECEIVED

Notional security Cost of right Indexed pool of expenditure  
       
       
As at year 10 £62,500 £78,125  
       
Indexed rise to year 11      
£78,125 x 0.025   £1,954  
    -–-–-—-  
    £80,079  
Attributable to 73,000 shares      
in P Ltd issued in year 11      
  £202,940    
  -–-–-–-–-–-–-–-–-— £43,298 £55,476
  £202,940 + £90,000    
  -–-–-—- -–-–-–-–  
Remainder at year 11 £19,202 £24,603  
       
Indexed rise to year 12      
£24,602 x 0.025   £615  
    -–-–-–-—  
    £25,218  
Attributable to 47,000 shares      
In P Ltd issued year 12 £19,202 £25,218  

D) SHARES IN P LTD

P Ltd Shareholding No of shares Qualifying Indexed pool of
       
    expenditure expenditure
As at year 10      
(see computations at A) 80,000 £37,500 £46,875
  -–-–-— -–-–-–-– -–-–-—-
Indexed rise to year 11      
£46,875 x 0.025     £1,172
      -–-–-—-
      £48,047
Additional 73,000 shares      
acquired year 11      
(see computations at C) 73,000 £43,298 £55,476
  -–-–-— -–-–-–-– -–-–-—-
Pool at year 11 153,000 £80,798 £103,523
  -–-–-—- -–-–-–-– -–-–-–-–
Indexed rise to year 12      
£103,523 x 0.025     £2,588
      -–-–-–-–
      £106,111
Additional 47,000 shares      
acquired year 12      
(see computations at C) 47,000 £19,202 £25,218
  -–-–-—- -–-–-–-— -–-–-–-—
Pool at October 1993 200,000 £100,000 £131,329
  -–-–-—- -–-–-–-— -–-–-–-—

EXPLANATION

The statutory reasons for the method of computation are:

  1. COST OF SHARES IN P LTD

The vendor has acquired shares in P Ltd and a `notional security’ under TCGA92/S138A. These are treated as two classes of shares or debentures. Together they form the `new holding’ under TCGA92/S127 as applied by TCGA92/S135 (3).

If the shares in P Ltd are not quoted the apportionment should be made by reference to market values at the date of a disposal of all or part of the new holding.

  1. RIGHT TO DEFERRED UNASCERTAINABLE CONSIDERATION

The part satisfaction of the right to deferred consideration is a part disposal of the right. But because of TCGA92/S138A it is treated as a conversion of securities within TCGA92/S132. TCGA92/S127 applies with the necessary adaptations to the part disposal and part of the base cost of the notional security is transferred to the holding of shares in P Ltd.

The procedure for obtaining valuations of the right to deferred unascertainable consideration is described at CG14950.

  1. SHARES IN P LTD

The shares in P Ltd which are acquired go into the Section 104 holding of shares of the same class. The base cost and indexed pool of expenditure is calculated in accordance with A and B above.