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HMRC internal manual

Stamp Duty Land Tax Manual

Reliefs: Demutualisation of insurance company

Detailed rules: Other conditions

The other conditions which are required to be met before relief can be claimed, relateto the shares issued as a result of the transfer of the business. The issuing company isthe company acquiring the business of the mutual or of which the acquiring company is awholly owned subsidiary (that is, the parent company of the acquiring company).

The conditions are

  • shares in the issuing company must be offered, under the scheme, to at least 90% of the persons who are members of the mutual insurance company immediately before the transfer
  • under the scheme, all of the shares in the issuing company that will be in issue immediately after the transfer has been made, other than shares that are to be or have been issued pursuant to an offer to the public, must be offered to the persons who (at the time of the offer) are

The second condition covers situations where not all the shares in the issuing companyare taken up. Where there are shares that are not taken up or issued to the public in apublic offer, the scheme must cater for the balance to be offered to the classes of personspecified.

    • members of the mutual
    • persons who are entitled to become members of the mutual
    • employees, former employees or pensioners of the mutual or the wholly-owned subsidiary of the mutual