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The exemption for repurchases of share and loan capital by a QAHC is denied in cases where arrangements for a ‘substantial sale� exist.

This carve-out prevents exemption where there is a substantial sale of the QAHC but the conditions for there to be a disqualifying arrangement might not be met owing to a material change in the capital structure of the QAHC (which may involve new classes of security, perhaps held by more than one entity).

Arrangements for a substantial sale of the QAHC exist when there are arrangements for the disposal of shares and/or loan capital representing at least 90 percent of relevant interests in the QAHC.

The ‘sale of the QAHC� covers direct sales of interests in the QAHC (but it is not concerned with sales of entities above the QAHC). Relevant interests are determined by reference to FA22/SCH2/PARA4 (see IFM40220 for further information on relevant interests).

The arrangements must also include the acquisition of shares or loan capital representing relevant interests by a person in the same QAHC. This means, for example, that a repurchase of shares that is not linked to a subscription of new securities in the same QAHC, and which led to a 90 percent change in ownership within the same investor base would not constitute a substantial sale.

Meaning of arrangements

Reference to ‘arrangements� should be read in the same way as references to ‘arrangements� for Stamp Duty group relief purposes.

Group relief under FA30/S42 will not be allowed if the transfer was effected in pursuance of, or in connection with, an arrangement under which FA67/S27(3)(a), (b) or (c) applies. See STSM042280.

The HMRC statement of practice 3/98 also refers to ‘arrangements� in relation to FA67/S27(3) (and FA95/S151) at STSM042300.