A subsidiary company’s distributable reserves were part of the assets available to its parent company for distribution and so would be taken into account in calculating relevant consideration under the transactions in securities regime, but the relevant assessments were not validly raised. 

Summary 

A subsidiary company’s distributable reserves were part of the assets available to its parent company for distribution and so would be taken into account in calculating relevant consideration under the transactions in securities (TiS) regime, but the relevant assessments were not validly raised. 

Background 

A close company (WMGH) acquired the entire issued share capital of a close trading company (WMF) on 30 December 2011. Before the acquisition, the shares in WMF were held by the