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Official guidance
Capital Gains Manual

CG51730P · Shares and securities: share reorganisations: definitions

  • CG51730 · Share reorganisations: definitions: original shares
  • CG51745 · Reorganisations of share capital: definition: reorganisation
  • CG51746 · Reorganisations of share capital: bonus and rights issues
  • CG51748 · Reorganisations of share capital: bonus and rights issues: case law
  • CG51750 · Reorganisations of share capital: bonus issue: shares held in treasury
  • CG51755 · Reorganisations of share capital: open offers and vendor placings
  • CG51756 · Reorganisations of share capital: open offers
  • CG51757 · Reorganisations of share capital: compensatory open offers (COOs)
  • CG51758 · Reorganisations of share capital: compensatory open offers (COOs): tax treatment of new shares
  • CG51759 · Reorganisations of share capital: compensatory open offers (COOs): tax treatment of compensation payments
  • CG51763 · Reorganisations of share capital: vendor placings
  • CG51764 · Reorganisations of share capital: open offers and vendor placings: combined issues
  • CG51765 · Reorganisations of share capital: open offers and vendor placings: considerations
  • CG51780 · Reorganisations of share capital: alteration of rights
  • CG51782 · Reorganisations of share capital: alteration of rights: legal requirements
  • CG51783 · Reorganisations of share capital: capital reduction
  • CG51784 · Reorganisations of share capital: capital reduction: foreign companies
  1. Shares and securities: share reorganisations: definitions: contents
  2. Reorganisations of share capital: open offers and vendor placings

CG51755 | Reorganisations of share capital: open offers and vendor placings

From HM Revenue & Customs · Capital Gains Manual

A characteristic feature of a rights issue is the provisional letter of allotment which entitles existing shareholders to subscribe for further shares in the company under the terms of the issue. However, a company can raise funds in other ways which are similar to a rights issue to the extent that existing shareholders are offered the opportunity to subscribe for the new shares. However, they are not conventional rights issues because there is no provisional letter of allotment which the shareholder can sell 'nil paid', ie before they have subscribed for new shares.

Arrangements alternative to a rights issue fall into two categories which are often known as open offers (or entitlement issues) and vendor placings. However, there is no commonly accepted vocabulary and vendor placings are sometimes described as open offers or entitlement issues and vice-versa. Therefore in any individual case it will be necessary to look at the underlying transactions not simply at the label used to describe them. In practice this should not be a problem as the arrangements are largely confined to public companies and you should be able to accept statements made by such companies to theior shareholders. If you have any queries about these values, however, contact Shares and Assets Valuation to discuss further

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