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HMRC internal manual

Stamp Taxes on Shares Manual

Companies and shareholders: company takeovers: schemes of arrangement

A scheme of arrangement is a High Court procedure, provided for under Companies Act legislation (CA2006/Part 26), enabling a company to come to an arrangement with its shareholders regarding a reorganisation of its share capital, which will become binding on all the shareholders (or all the holders of a particular class of share). A scheme of arrangement can be used in place of the usual offer to effect a takeover, though it is not usually used in hostile or contested bid situations as the procedure is under the administration and control of the target company.

A scheme of arrangement becomes effective once it is approved by 51 per cent (by number) and 75 per cent (by value) of the shareholders voting at the Court-convened meeting, and is sanctioned by the Court. It can therefore be an easier, quicker and more certain way of achieving 100 per cent control of a company than going through the compulsory acquisition procedure on a takeover offer. It also needs the approval of fewer shareholders.

There are two different kinds of scheme: ‘Cancellation’ schemes and ‘Transfer’ schemes:

Cancellation scheme

Under this scheme, the Court authorises the company to cancel its share capital and issue new shares to different owners (in the case of a takeover, to the acquiring company, who pays consideration to the target shareholders in the form of cash, loan notes or newly-issued shares in the acquiring company). The new shares are ‘paid up’ from the reserve arising from the cancellation of the old shares. As no existing shares are transferred, there is no charge to stamp duty or SDRT under this type of scheme.

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Transfer scheme

Under a transfer scheme, shares in the target company are transferred to the acquiring company, who again pays the target shareholders. In this case existing shares are transferred, therefore the Court Order will be stampable as a transfer on sale and stamp duty chargeable at the rate of 0.5 per cent on the amount or value of any consideration given for the transfer (cancelling the SDRT charge).