The provisions of TCGA92/S126TCGA92/S128 do not apply if a company offers its shareholders, in proportion to their shareholdings, the right to buy shares and securities in another company. This should be treated as an ordinary purchase of shares by the subscriber.

Such a scheme may take one of the following forms.

Company A controls company B. Company A arranges for company B to make an issue of shares or securities to the shareholders of company A in proportion to their existing shareholdings at a price below the market value of those shares or securities.

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