Finance Act, 1996
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Transitional arrangements in relation to section 20 . |
21.—(1) In this section— | |
“auditor” means— | ||
(a) in relation to a company or its qualifying subsidiary, 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, and | ||
(b) in relation to a specified designated fund, the person or persons appointed as auditor of that fund; | ||
“eligible shares” has the meaning assigned to it by section 12 of the Finance Act, 1984 ; | ||
“specified designated fund” means an investment fund designated under section 27 of the Finance Act, 1984 , which closed on or before the 5th day of April, 1995, and where at least two-thirds of the money raised by the fund was invested in eligible shares before the 23rd day of January, 1996; | ||
“prospectus”, in relation to a company, means any prospectus, notice, circular or advertisement, 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 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 ; | ||
“qualifying trading operations” has the meaning assigned to it by section 16 of the Finance Act, 1984 (as amended by this Act); | ||
“the specified period” means the period beginning on the 1st day of January, 1995, and ending on the 23rd day of January, 1996. | ||
(2) Section 20 shall not apply as respects eligible shares issued on or after the 23rd day of January, 1996, by a company to which this section applies and in respect of which the conditions in either subsection (5) or (6) are met. | ||
(3) The provisions of Chapter III of Part I of the Finance Act, 1984 , which were in force immediately before the 23rd day of January, 1996, shall apply as respects shares issued on or after the 23rd day of January, 1996, by a company to which this section applies and in respect of which the conditions in subsection (6) are met: | ||
Provided that this subsection shall not apply as respects eligible shares, issued by a company on or after the 23rd day of April, 1996, to which the provisions of section 13A (as amended by this Act) of the Finance Act, 1984 , apply. | ||
(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 ), (iid) (inserted by the Finance Act, 1995 ), (iie) (inserted by the Finance Act, 1995 ), (iiia) (inserted by the Finance Act, 1988 ), (iiic) (inserted by the Finance Act, 1990 ), (iiid) (inserted by the Finance Act, 1994 ), (iv) or (v) of paragraph (a) (inserted by the Finance Act, 1987 ) of subsection (2) of section 16 of the Finance Act, 1984 . | ||
(5) The conditions of this subsection, referred to in subsection (2), are— | ||
(a) the eligible shares are issued on or before the 5th day of April, 1996, and | ||
(b) the eligible shares are issued following a subscription on behalf of an individual by a person or persons having the management of a specified designated fund, and | ||
(c) the company concerned proves to the satisfaction of the Revenue Commissioners that on or before the 23rd day of January, 1996, it had the intention of raising money, on or before the 5th day of April, 1996, under the provisions of Chapter III of Part I of the Finance Act, 1984 , through the specified designated fund referred to in paragraph (b): | ||
Provided that, in determining whether they are satisfied that the company has complied with the requirements specified in paragraph (c), the Revenue Commissioners shall have regard to the following— | ||
(i) (I) signed heads of agreement between the company and the fund, or | ||
(II) exchange of correspondence between the company and the fund showing a clear intention that the fund intended, on or before the 5th day of April, 1996, to subscribe for eligible shares in the company, | ||
and | ||
(ii) a certificate by the auditor of the fund confirming that it is a specified designated fund, and | ||
(iii) any other information the Revenue Commissioners deem necessary for the purpose. | ||
(6) The conditions of this subsection, referred to in subsection (2), are— | ||
(a) the shares are issued on or before the 30th day of August, 1996, and | ||
(b) (i) 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), (ii), (iiia) or (iiid) 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— | ||
(A) to purchase or lease land or a building, | ||
(B) to purchase or lease plant or machinery, or | ||
(C) 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— | ||
(A) on or before the 23rd day of January, 1996, it had an intention to raise money under the provisions of Chapter III of Part I of the Finance Act, 1984 , and | ||
(B) 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 and that the consideration of the said contract is equal to 25 per cent. or more of the money which it is intended to raise under the provisions of the said Chapter III: | ||
Provided that, in determining whether they are satisfied that the company has complied with the requirements specified in clause (II), the Revenue Commissioners shall have regard to either or both of the following— | ||
(AA) 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 | ||
(BB) the publication in the specified period of a prospectus by, or on behalf of, the company; | ||
(ii) 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 (iid), (iiic) or (v) of paragraph (a) of subsection (2) of section 16 of the Finance Act, 1984 , that on or before the 23rd day of January, 1996, it had an intention to raise money under the provisions of Chapter III of Part I of the Finance Act, 1984 : | ||
Provided that, in determining whether they are so satisfied, the Revenue Commissioners shall have regard to either or both of the following— | ||
(I) 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 | ||
(II) the publication in the specified period of a prospectus by, or on behalf of, the company; | ||
(iii) 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 (iie) of paragraph (a) of subsection (2) of section 16 of the Finance Act, 1984 , that— | ||
(I) on or before the 23rd day of January, 1996, the company or its qualifying subsidiary, as the case may be, had submitted to, and had approved of by, the Minister for Agriculture, Food and Forestry a three-year development and marketing plan as is mentioned in paragraph (a) of subsection (3B) (inserted by the Finance Act, 1995 ) 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— | ||
(A) to purchase or lease greenhouses, | ||
(B) to purchase or lease plant or machinery, or | ||
(C) for the construction or refurbishment of greenhouses, | ||
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 development and marketing plan approved of by the Minister for Agriculture, Food and Forestry and that the consideration of the said contract is equal to 25 per cent. or more of the money which it is intended to raise under the provisions of Chapter III of Part I of the Finance Act, 1984 , and | ||
(iv) 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 23rd day of January, 1996, 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 development and marketing 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— | ||
(A) to purchase or lease land or a building, | ||
(B) to purchase or lease plant or machinery, or | ||
(C) 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 development and marketing plan approved of by Bord Fáilte Éireann and that the consideration of the said contract is equal to 25 per cent. or more of the money which it is intended to raise under the provisions of Chapter III of Part I of the Finance Act, 1984 . | ||
(7) For the purposes of subsection (6)— | ||
(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. |