The relevant conditions for TCGA92/S135 to apply are

Acquiring company B either holds, or as a consequence of the exchange will hold, more than one quarter of the ordinary share capital of target company A, see TCGA92/S135(2) Case 1 below,

or

The shares or debentures are issued as a result of a general offer made to the members of company A, or to any class of them, in the first instance on a condition which if it is satisfied would give company B control of company A, see TCGA92/S135(2) Case 2 below,

or

Company B holds, or as a consequence of the exchange will hold, the greater part of the voting power of company A, see TCGA92/S135(2) Case 3.

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