Finance Act, 1991

Transitional arrangements in relation to section 15 .

16.—(1) In this section—

“auditor”, in relation to a company, or its qualifying subsidiary, means the person or persons appointed as auditor of the company, or its qualifying subsidiary, as appropriate, for all the purposes of the Companies Acts, 1963 to 1990;

“prospectus”, in relation to a company, means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any eligible shares (within the meaning of section 12 (2) of the Finance Act, 1984 ) of the company, and in this definition the term “the public” includes any section of the public, whether selected as members of the company or as clients of the person issuing the prospectus or in any other manner;

“qualifying subsidiary”, in relation to a company, has the same meaning as it has for the purposes of section 15 of the Finance Act, 1984 ;

“the specified period” means the period beginning on the 1st day of January, 1990, and ending on the 30th day of January, 1991.

(2) As respects eligible shares issued on or after the 30th day of January, 1991, but on or before the 31st day of August, 1991, by a company to which this section applies—

(a) subject to paragraph (b) of this subsection, section 15 , other than paragraphs (b) and (c) of subsection (1), shall not apply or have effect, and

(b) subsection (1) (as amended by section 15 (1) (c)) of section 13A (inserted by the Finance Act, 1989 ) of the Finance Act, 1984 , shall apply and have effect as if “£1,000,000” were substituted for “£500,000” in both places where it occurs.

(3) Subject to the conditions set out in subsection (4), this section applies to a company which, or whose qualifying subsidiary, either carries on or intends to carry on one or more of the qualifying trading operations mentioned in subparagraph (i) (as amended by the Finance Act, 1990 ), (ii) (inserted by the Finance Act, 1990 ), (iii) or (iv) of paragraph (a) (inserted by the Finance Act, 1987 ) of subsection (2) of section 16 of the Finance Act, 1984 .

(4) The following are the conditions referred to in subsection (3), that is to say:

(a) in the case of a company which, or whose qualifying subsidiary, either carries on or intends to carry on a qualifying trading operation as is mentioned in subparagraph (i) or (ii) of paragraph (a) of subsection (2) of section 16 of the Finance Act, 1984 , that—

(i) in the specified period the company or its qualifying subsidiary, as the case may be, had entered into a binding contract in writing—

(I) to purchase or lease land or a building,

(II) to purchase or lease plant or machinery, or

(III) for the construction or refurbishment of a building,

to be used in the carrying on of its qualifying trading operation, and

(ii) the company proves to the satisfaction of the Revenue Commissioners that—

(I) on or before the 30th day of January, 1991, it had an intention to raise money under the provisions of Chapter III of Part I of the Finance Act, 1984 , and

(II) the contract which it or its qualifying subsidiary, as the case may be, had entered into was integral to, or consistent with, the purpose for which it had intended to raise money as aforesaid:

Provided that, in determining whether they are satisfied that the company has complied with the requirements specified in subparagraph (ii) of this paragraph, the Revenue Commissioners shall have regard to either or both of the following—

(A) an application in writing made by the company to the Revenue Commissioners in the specified period for the opinion of the Revenue Commissioners as to whether the company would be a qualifying company for the purposes of Chapter III of Part I of the Finance Act, 1984 , and

(B) the publication in the specified period of a prospectus by, or on behalf of, the company;

(b) in the case of a company which, or whose qualifying subsidiary, either carries on or intends to carry on a qualifying trading operation as is mentioned in subparagraph (iii) of paragraph (a) of subsection (2) of section 16 of the Finance Act, 1984 , that—

(i) in the specified period the company or its qualifying subsidiary, as the case may be, had entered into a binding contract in writing for the purchase of a ship to be used in the carrying on of its qualifying trading operation, and

(ii) on or before the 30th day of January, 1991, the company or its qualifying subsidiary, as the case may be, had received a certificate from the Minister for the Marine certifying that the purchase of the ship was, is or would be eligible to be grant-aided under a statutory scheme of assistance for the purchase of ships administered by the Department of the Marine;

and

(c) in the case of a company which, or whose qualifying subsidiary, either carries on or intends to carry on a qualifying trading operation as is mentioned in subparagraph (iv) of paragraph (a) of subsection (2) of section 16 of the Finance Act, 1984 , that—

(i) on or before the 30th day of January, 1991, the company or its qualifying subsidiary, as the case may be, had submitted to, and had approved of by, Bord Fáilte Éireann a three-year marketing and development plan as is mentioned in paragraph (a) of subsection (3A) (inserted by the Finance Act, 1987 ) of section 15 of the Finance Act, 1984 , in respect of its qualifying trading operation,

(ii) in the specified period the company or its qualifying subsidiary, as the case may be, had entered into a binding contract in writing—

(I) to purchase or lease land or a building,

(II) to purchase or lease plant or machinery, or

(III) for the construction or refurbishment of a building,

to be used in the carrying on of its qualifying trading operation, and

(iii) the company proves to the satisfaction of the Revenue Commissioners that the contract which it, or its qualifying subsidiary, as the case may be, had entered into was integral to, or consistent with, the three-year marketing and development plan approved of by Bord Fáilte Éireann.

(5) For the purposes of subsection (4)

(a) the date on which a contract was entered into by a company or, as the case may be, its qualifying subsidiary, and

(b) the date on which a prospectus was published by, or on behalf of, a company,

shall be confirmed in a certificate by the auditor of the company, or its qualifying subsidiary, as appropriate.