SDLTM23520 - Reliefs: Demutualisation of
insurance company
Detailed rules: Other conditions
The other conditions which are required to be met before relief
can be claimed, relate to the shares issued as a result of the
transfer of the business. The issuing company is the company
acquiring the business of the mutual or of which the acquiring
company is a wholly owned subsidiary (that is, the parent company
of the acquiring company).
The conditions are
- shares in the issuing company must be
offered, under the scheme, to at least 90% of the persons who are
members of the mutual insurance company immediately before the
transfer
- under the scheme, all of the shares in the
issuing company that will be in issue immediately after the
transfer has been made, other than shares that are to be or have
been issued pursuant to an offer to the public, must be offered to
the persons who (at the time of the offer) are
- members of the mutual
- persons who are entitled to become members of the
mutual
- employees, former employees or pensioners of the
mutual or the wholly-owned subsidiary of the mutual
The second condition covers situations where not all the shares
in the issuing company are taken up. Where there are shares that
are not taken up or issued to the public in a public offer, the
scheme must cater for the balance to be offered to the classes of
person specified.
