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Reorganisation and restructuring
S110 demerger: Olivine advised on a corporate restructuring exercise for a London based travel group.The deal which involved setting up two new companies, a hive up of business and assets from one subsidiary to another, distributions in specie and the liquidation of the group’s holding company via a members voluntary winding up under section 110 of the Insolvency Act, effectively split the business into two separate distinct businesses under identical ownership as well as stripping out significant property interests into the individual hands with minimal tax consequences.
Management buyouts
Olivine have advised on numerous MBOs dealing with the many a varied tax aspects arising which include; restricted securities, investor tax relief (Enterprise Investment Scheme (‘EIS’), interest costs, tax cashflow modelling, tax warranties and indemnities within the sale and purchase agreement, VAT, management team incentives, stamp duty, employment matters, transaction costs.
Additionally, Olivine is experienced in dealing with HMR&C in obtaining relevant clearance to deal structures proposed.
Share option schemes
We were approached by a client involved in IT for the Health sector, who, having made losses to date, wished to incentivise their staff with non-cash forms of remuneration. We discussed what they wanted to achieve with the scheme, and talked about the performance criteria for exercise of the options before agreeing the valuation of the shares with HMR&C. We then put an Enterprise Management Incentive Scheme in place which replaced earlier options granted which were now underwater.
Reorganisation and restructuring
A client came to us prior to seeking investment for their growing business in the healthcare sector. The investor pool would naturally be increased if EIS relief were available, giving either or both income tax relief and capital gains tax exemption, and/or capital gains tax deferral relief. We obtained approval from HMR&C for our client’s qualification for EIS relief, and arranged the issue of certificates in order that relief could be claimed.
Stamp duty
With stamp duty at 4% and costs of moving home so high, saving stamp duty on the purchase of a new house is appealing. If the purchase is structured correctly, it may be possible to reduce the cost. |
