House of Commons Amendments

Session 2010 - 12
Internet Publications
Other Bills before Parliament

21

House of Commons

Notices of Amendments

given on

Tuesday 10 May 2011

For other Amendment(s) see the following page(s):

Finance (No. 3) Bill Committee 16-19

Public Bill Committee

Finance (No. 3) Bill

(except Clauses 4, 7, 10, 19, 35 and 72)

David Gauke

10

Schedule  2,  page  56,  line  35,  after ‘420’ insert ‘for the purposes of Chapters 1 to 5

of Part 7’.

David Gauke

11

Schedule  2,  page  58,  leave out lines 35 to 38.

David Gauke

12

Schedule  2,  page  59,  line  15,  leave out from beginning to end of line 44 and

insert—

‘(2)
Subject to subsection (4), subsection (3) applies to a relevant step

taken by a person (“P”) if—

(a)
the relevant step is not taken under an arrangement mentioned

in subsection (1)(a) to (c), and

(b)
there is no connection (direct or indirect) between the relevant

step and a tax avoidance arrangement.

(3)
Chapter 2 does not apply by reason of the relevant step if the step is

taken solely for the purpose of—

(a)
acquiring or holding shares—

(i)
to be awarded under an approved SIP, or

(ii)
to be provided pursuant to options granted under an

approved SAYE option scheme or an approved CSOP

scheme, or

(b)
providing shares pursuant to—

Notices of Amendments: 10 May 2011
22

Finance (No. 3) Bill continued

(i)
an award of shares under an approved SIP, or

(ii)
an option granted under an approved SAYE option

scheme or an approved CSOP scheme.

(4)
Subsection (3) does not apply to the relevant step if, immediately

before or after the step is taken—

(a)
the total number of shares of any type held, in relation to the

approved SIP, the approved SAYE option scheme or the

approved CSOP scheme, by P and any other persons for

purposes within subsection (3)(a) and (b), exceeds

(b)
the maximum number of shares of that type which might

reasonably be expected to be required, in relation to the

approved SIP, the approved SAYE option scheme or the

approved CSOP scheme, for those purposes over the period of

ten years starting with the day on which the relevant step is

taken.’.

David Gauke

13

Schedule  2,  page  59,  line  46,  leave out ‘, 8 or 9’ and insert ‘or 8’.

David Gauke

14

Schedule  2,  page  59,  line  46,  at end insert—

‘(5A)
Chapter 2 does not apply by reason of a relevant step taken by a person

(“P”) if—

(a)
the relevant step is taken for the sole purpose of—

(i)
granting qualifying options under an EMI

arrangement,

(ii)
acquiring or holding shares to be provided pursuant to

qualifying options granted under an EMI

arrangement, or

(iii)
providing shares pursuant to qualifying options

granted under an EMI arrangement, and

(b)
there is no connection (direct or indirect) between the relevant

step and a tax avoidance arrangement.

(5B)
But subsection (5A) does not apply to the relevant step if, immediately

before or after the step is taken—

(a)
the total number of shares of any type held, in relation to the

EMI arrangement, by P and any other persons for purposes

within subsection (5A)(a)(i) to (iii), exceeds

(b)
the maximum number of shares of that type which might

reasonably be expected to be required, in relation to the EMI

arrangement, for those purposes over the period of ten years

starting with the day on which the relevant step is taken.

(5C)
In subsections (5A) and (5B) “EMI arrangement” means an

arrangement under which qualifying options are granted.

(5D)
Terms used in subsections (5A) to (5C) have the same meaning as in

Chapter 9 of Part 7.’.

Notices of Amendments: 10 May 2011
23

Finance (No. 3) Bill continued

David Gauke

15

Schedule  2,  page  60,  line  3,  leave out ‘(1)(e)’ and insert ‘(3) or (5A)’.

David Gauke

16

Schedule  2,  page  60,  line  6,  leave out from ‘for’ to ‘but’ in line 7 and insert

‘purposes within subsection (3)(a) and (b) or (5A)(a)(i) to (iii),’.

David Gauke

17

Schedule  2,  page  62,  line  27,  leave out ‘B awards A’ and insert ‘A is awarded’.

David Gauke

18

Schedule  2,  page  62,  line  34,  leave out from ‘terms”)’ to first ‘the’ in line 38 and

insert ‘the main purpose of which is to defer the provision to A of the deferred

remuneration to a specified date (“the vesting date”) which is after the award date, while

providing that’.

David Gauke

19

Schedule  2,  page  63,  leave out lines 11 to 15.

David Gauke

20

Schedule  2,  page  63,  line  16,  leave out ‘mentioned in subsection (1)(c)(ii)’ and

insert ‘relating to revocation required by subsection (1)(c)’.

David Gauke

21

Schedule  2,  page  64,  line  26,  leave out from ‘terms’ to end of line 42.

David Gauke

22

Schedule  2,  page  65,  line  9,  leave out ‘shares’ and insert ‘certain shares or

securities’.

David Gauke

23

Schedule  2,  page  65,  line  10,  leave out ‘shares’ and insert ‘certain shares or

securities’.

David Gauke

24

Schedule  2,  page  65,  line  11,  leave out ‘Section 554L is’ and insert ‘Sections 554L

and 554LA are’.

David Gauke

25

Schedule  2,  page  65,  line  12,  leave out ‘shares’ and insert ‘certain shares or

securities’.

Notices of Amendments: 10 May 2011
24

Finance (No. 3) Bill continued

David Gauke

26

Schedule  2,  page  65,  line  13,  leave out ‘shares’ and insert ‘certain shares or

securities’.

David Gauke

27

Schedule  2,  page  65,  line  14,  leave out ‘554L’ and insert ‘554LA’.

David Gauke

28

Schedule  2,  page  65,  line  17,  leave out from ‘393B(2)(a),’ to end of line 22 and

insert—

‘“relevant shares” means—

(a)
shares (including stock) in B,

(b)
instruments issued by B which are securities for the purposes of

Chapters 1 to 5 of Part 7 within section 420(1)(b), or

(c)
units in a collective investment scheme (as defined in section

420(2)) managed by B which are securities for the purposes of

Chapters 1 to 5 of Part 7 within section 420(1)(e), and

“trading company” means a company the business of which consists

wholly or mainly in the carrying on of a trade.

(5)
If B is a member of a group of companies, in the definition of “relevant

shares” in subsection (4) references to B are to be read as including

references to any other company which is a member of that group.

(6)
For the purposes of sections 554K and 554LA an exit event occurs if—

(a)
shares in the relevant company are admitted to trading on a

stock exchange,

(b)
all the shares in the relevant company, or a substantial

proportion of them, are disposed of to persons none of whom

are connected with any of the persons making any disposal,

(c)
if the relevant company is a trading company (as defined in

subsection (4)), the company’s trade, or a substantial

proportion of it, is transferred to a person who is not a relevant

connected person,

(d)
the relevant company’s assets, or a substantial proportion of

them, are disposed of to a person who is not a relevant

connected person,

(e)
the winding up of the relevant company starts, or

(f)
a person (“P”) who controls the relevant company ceases to

control it, so long as no person connected with P starts to

control it.

(7)
For the purposes of subsection (6)—

(a)
“the relevant company” means—

(i)
if the relevant shares mentioned in section

554K(1)(a)(i) or (ii) or 554LA(1)(a)(i) or (ii) are

shares (including stock), the company in which they

are shares, or

(ii)
if the relevant shares so mentioned are instruments

within paragraph (b) of the definition of “relevant

Notices of Amendments: 10 May 2011
25

Finance (No. 3) Bill continued

shares” in subsection (4), the company by which

those instruments are issued,

(b)
“relevant connected person” means a person who—

(i)
is connected with the relevant company, or

(ii)
is a shareholder in the relevant company or is

connected with a shareholder in the relevant

company,

(c)
the relevant company’s trade, or a substantial proportion of it,

is transferred to another person if—

(i)
the relevant company ceases to carry on the trade or

the proportion of it, and

(ii)
on that occurring, the other person starts to carry on

the trade or the proportion of it, and

(d)
section 12(7) of CTA 2009 applies for the purpose of

determining when the winding up of the relevant company

starts.’.

David Gauke

29

Schedule  2,  page  65,  line  26,  leave out ‘B may make to A an award’ and insert ‘an

award may be made to A’.

David Gauke

30

Schedule  2,  page  65,  line  35,  leave out from ‘terms”)’ to ‘the’ in line 41 and insert

‘the main purpose of which is to defer the receipt of the shares by A, or the payment of

the sum of money to A, to a specified date (“the vesting date”) which is after the date (“the

award date”) on which the award is made, while providing that’.

David Gauke

31

Schedule  2,  page  65,  line  43,  leave out ‘five’ and insert ‘ten’.

David Gauke

32

Schedule  2,  page  66,  leave out lines 1 to 5.

David Gauke

33

Schedule  2,  page  66,  line  6,  leave out ‘mentioned in subsection (1)(c)(ii)’ and

insert ‘relating to revocation required by subsection (1)(c)’.

David Gauke

34

Schedule  2,  page  66,  line  20,  leave out ‘(subject to subsection (2))’.

David Gauke

35

Schedule  2,  page  66,  line  25,  leave out ‘(subject to subsection (2))’.

Notices of Amendments: 10 May 2011
26

Finance (No. 3) Bill continued

David Gauke

36

Schedule  2,  page  66,  line  37,  leave out ‘which is three months after’ and insert

‘falling immediately after the period of three months starting with’.

David Gauke

37

Schedule  2,  page  67,  line  44,  leave out from ‘shares’ to end of line 48 and insert ‘,

or the payment is made from another source and, correspondingly, the shares are no longer

held by any person in relation to the award.’.

David Gauke

38

Schedule  2,  page  68,  line  5,  leave out from ‘correspondingly,’ to end of line 8 and

insert ‘the shares are no longer held by any person in relation to the award.’.

David Gauke

39

Schedule  2,  page  68,  line  23,  leave out from ‘B,’ to end of line 26 and insert ‘an

award may be made to A of—

(i)
relevant shares, or

(ii)
a sum of money the amount of which is to be

determined by reference to the market value of any

relevant shares at the time the sum is to be paid,’.

David Gauke

40

Schedule  2,  page  68,  line  28,  at end insert—

‘(ba)
the relevant shares would be—

(i)
shares (including stock) in, or

(ii)
instruments within paragraph (b) of the definition of

“relevant shares” in section 554I(4) issued by,


a trading company or a company which controls a trading

company,’.

David Gauke

41

Schedule  2,  page  68,  line  30,  leave out from beginning to ‘and’ in line 32 and insert

‘the main purpose of which is to ensure—

(i)
that the relevant shares are received, or

(ii)
that the sum of money is paid,


only if a specified exit event, or an exit event within a

specified description, occurs,’.

David Gauke

42

Schedule  2,  page  68,  leave out lines 36 to 50.

David Gauke

43

Schedule  2,  page  69,  line  7,  after first ‘of’ insert ‘relevant shares or’.

Notices of Amendments: 10 May 2011
27

Finance (No. 3) Bill continued

David Gauke

44

Schedule  2,  page  69,  line  10,  leave out ‘(subject to subsection (3))’.

David Gauke

45

Schedule  2,  page  69,  line  12,  after first ‘of’ insert ‘relevant shares or’.

David Gauke

46

Schedule  2,  page  69,  line  16,  leave out ‘(subject to subsection (3))’.

David Gauke

47

Schedule  2,  page  69,  leave out lines 17 and 18.

David Gauke

48

Schedule  2,  page  69,  line  30,  leave out ‘which is three months after’ and insert

‘falling immediately after the period of three months starting with’.

David Gauke

49

Schedule  2,  page  70,  line  20,  leave out ‘subsection (11) does not apply’ and insert

‘neither subsection (10A) nor subsection (11) applies’.

David Gauke

50

Schedule  2,  page  70,  line  26,  at end insert—

‘(10A)
This subsection applies to any earmarked shares if—

(a)
A receives the shares before the end of the exit period, and

(b)
the receipt of the shares by A gives rise to employment

income of A which is chargeable to income tax or which is

exempt income.’.

David Gauke

51

Schedule  2,  page  70,  line  28,  leave out ‘(1)(a)’ and insert ‘(1)(a)(ii)’.

David Gauke

52

Schedule  2,  page  70,  line  34,  leave out from ‘shares’ to end of line 38 and insert ‘,

or the payment is made from another source and, correspondingly, the shares are no longer

held by any person in relation to the award.’.

David Gauke

53

Schedule  2,  page  70,  line  39,  after ‘(10)’ insert ‘, (10A)(a)’.

David Gauke

54

Schedule  2,  page  70,  line  40,  leave out ‘three’ and insert ‘six’.



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