House of Commons Amendments

Session 2010 - 12
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Other Bills before Parliament

67

House of Commons

Tuesday 17 May 2011

Public Bill Committee

New Amendments handed in are marked thus

Amendments which will comply with the required notice period at their next appearance

Finance (No. 3) Bill

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

Note

The Amendments have been arranged in accordance with the order of the

Committee [10 May].

Ordered, That the order in which proceedings are taken shall be: Clauses 1 to 3;

Clauses 5 and 6; Clauses 8 and 9; Clauses 11 to 15; Schedule 1; Clauses 16 to 18; Clauses

20 to 26; Schedule 2; Clause 27; Schedule 3; Clause 28; Schedule 4; Clauses 29 and 30;

Schedule 5; Clauses 31 and 32; Schedule 6; Clauses 33 and 34; Schedules 7 and 8; Clauses

36 to 44; Schedule 9; Clause 45; Schedule 10; Clause 46; Schedule 11; Clause 47;

Schedule 12; Clause 48; Schedule 13; Clauses 49 to 52; Schedule 14; Clauses 53 to 64;

Schedule 15; Clause 65; Schedule 16; Clause 66; Schedule 17; Clause 67; Schedule 18;

Clauses 68 to 71; Schedule 19; Clauses 73 to 77; Schedule 20; Clauses 78 to 82; Schedule

21; Clause 83; Schedule 22; Clauses 84 to 86; Schedules 23 and 24; Clause 87; Schedule

25; Clauses 88 to 91; Schedule 26; new Clauses; new Schedules; Clauses 92 and 93.

Mr David Hanson

Kerry McCarthy

9

Clause  20,  page  13,  line  19,  at end add—

‘(8)
Subsections (2)(a) and (d) of this section shall not come into force should the

average retail price per litre of unleaded petrol and diesel for the month of

December 2011 in the UK be higher than the price for the week of 21 March

2011.

(9)
The price used in subsection (8) is to be as published by the Department for

Energy and Climate Change.’.

Public Bill Committee: 17 May 2011
68

Finance (No. 3) continued

David Hanson

Kerry McCarthy

95

Page  18,  line  31,  leave out Clause 26.

David Gauke

102

Schedule  2,  page  54,  line  6,  leave out ‘Subject to section 554B(5), in’ and insert

‘In’.

David Gauke

103

Schedule  2,  page  55,  line  21,  leave out from beginning to end of line 8 on page 56.

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—

(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

Public Bill Committee: 17 May 2011
69

Finance (No. 3) continued

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.’.

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),’.

Public Bill Committee: 17 May 2011
70

Finance (No. 3) continued

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’.

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’.

Public Bill Committee: 17 May 2011
71

Finance (No. 3) continued

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

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—

Public Bill Committee: 17 May 2011
72

Finance (No. 3) continued

(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))’.

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.’.

Public Bill Committee: 17 May 2011
73

Finance (No. 3) continued

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’.

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))’.



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