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Restriction of relief on issue of debentures etc.
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66.—The Principal Act is amended in Chapter 4 of Part 19—
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(a) in section 584—
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(i) in subsection (3) by substituting “Subject to subsections (4) to (9)” for “Subject to subsections (4) to (8)”, and
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(ii) by inserting the following after subsection (8):
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“(9) Subsection (3) shall not apply to the extent that the new holding comprises debentures, loan stock or other similar securities issued or allotted on or after 4 December 2002, unless—
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(a) they were so issued or allotted pursuant to a binding written agreement made before that date, or
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(b) this section has application by virtue of section 586.”,
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(b) in section 585(1), in the definition of “conversion of securities”, by substituting the following for paragraph (b):
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“(b) a conversion at the option of the holder of the securities converted as an alternative to the redemption of those securities for cash where the conversion takes place before 4 December 2002, or where the conversion takes place after that date pursuant to a binding written agreement made before that date, and”,
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(c) in section 586(3) by inserting the following after paragraph (b):
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“(c) This section shall not apply where, on or after 4 December 2002, a company issues debentures, loan stock or other similar securities to a person in exchange for shares of another company unless—
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(i) such issue is pursuant to a binding written agreement made before that date, or
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(ii) the company issuing the debentures, loan stock or other similar securities and the person to whom they are issued are members of the same group (within the meaning of section 616) throughout the period commencing one year before and ending one year after the day the debentures, loan stock or other similar securities are issued, or
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(iii) the other company is a company quoted on a recognised stock exchange and its board of directors had, before 4 December 2002, made a public announcement that they had agreed the terms of a recommended offer to be made for the company's entire issued, and to be issued, ordinary share capital.”,
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and
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(d) in section 587(4) by inserting the following after paragraph (b):
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“(c) This section shall not apply to any person to whom, under a scheme of reconstruction or amalgamation, a company issues debentures, loan stock or other similar securities on or after 4 December 2002, unless—
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(i) they were issued pursuant to a binding written agreement made before that date, or
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(ii) that person and the company are members of the same group (within the meaning of section 616) throughout the period commencing one year before and ending one year after the day the debentures, loan stock or other similar securities were issued, or
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(iii) they were issued pursuant to a scheme or arrangement, the principal terms of which had been brought to the attention of the Revenue Commissioners and the Revenue Commissioners had acknowledged in writing before 4 December 2002, to the effect that the scheme or arrangement was a scheme of reconstruction and amalgamation.”.
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