Section 140G — Taxation of Chargeable Gains Act 1992: Treatment of securities issued on merger

Treatment of securities issued on merger 140G 1 This section applies on a merger which satisfies the conditions specified in subsection (2), where—

a an SE is formed by the merger of two or more companies in accordance with Articles 2(1) and 17(2)(a) or (b) of Council Regulation ( EC ) 2157/2001 on the Statute for a European Company (Societas Europaea),

b an SCE is formed by the merger of two or more cooperative societies, at least one of which is a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014 or a society registered or treated as registered under the Industrial and Provident Societies Act (Northern Ireland) 1969 , in accordance with Articles 2(1) and 19 of Council Regulation ( EC ) 1435/2003 on the Statute for a European Cooperative Society ( SCE ),

c the merger is effected by the transfer by one or more companies of all their assets and liabilities to a single existing company in exchange for the issue by the transferee, to each person holding shares in or debentures of a transferor, of shares or debentures, or d the merger is effected by the transfer by two or more companies of all their assets and liabilities to a single new company (other than an SE or an SCE ) in exchange for the issue by the transferee, to each person holding shares in or debentures of a transferor, of shares or debentures.

2 The conditions mentioned in subsection (1) are that—

a each of the merging companies is resident in a relevant state , b the merging companies are not all resident in the same relevant state , and c the merger does not constitute or form part of a scheme of reconstruction within the meaning of section 136.

3 Where this section applies, the merger shall be treated for the purposes of section 136 as if it were a scheme of reconstruction.

4 Where section 136 applies by virtue of subsection (3) above section 136(6) (and section 137) shall not apply.

5 Subsections (8) and (9) of section 140E apply for the purposes of this section as they apply for the purposes of that section.