A share exchange formed part of a scheme or arrangements (being the deal with a third party) but enabling capital gains tax planning was not the main purpose, or one of the main purposes, of the deal in terms of TCGA 1992, s 137. 

Summary 

A share exchange formed part of a scheme or arrangements (being the deal with a third party) but enabling capital gains tax (CGT) planning was not the main purpose, or one of the main purposes, of the deal in terms of TCGA 1992, s 137. 

Background 

On 18 July 2016, an agreement for the sale and purchase of the share capital of P Ltd was made between TF1 Ltd as buyer and the shareholders in P Ltd as sellers. As consideration for their P Ltd shares, some family members (Mr and Mrs W’s daughters) received ‘nil rate deferred payment A loan notes’ and ‘B ordinary shares’; Mr W (who had played the lead role in running P