The sale of shares in companies, whereby contingent consideration became payable in loan notes under the original sale agreement and a later deed of variation amended the contingent consideration from loans notes to cash, resulted in the receipt of cash constituting a capital sum derived from an asset (i.e. the right to loan notes).  

Three UK resident individuals (the appellants) were the trustees of a trust established in July 2004. The appellants owned, between them, the entire issued share capital of two UK resident companies (KWPL and RSL), which partly owned valuable rights in the game show ‘Who wants to be a millionaire’. On 1 December 2016, the appellants agreed to sell their shares in KWPL and RSL.  

The sale and purchase agreement for the shares provided for initial consideration, and (among other things) a ‘pass through payment’ (PTP),