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正确答案：
(c) (i) Paper for paper rules
The proposed transaction broadly falls under the ‘paper for paper’ rules. Where this is the case, chargeable gains do not
arise. Instead, the new holding stands in the shoes (and inherits the base cost) of the original holding.
The company issuing the new shares must:
(i) end up with more than 25% of the ordinary share capital (or a majority of the voting power) of the old company,
OR
(ii) make a general offer to shareholders in the other company with a condition that, if satisfied, would give the
acquiring company control of the other company.
The exchange must be for bona fide commercial reasons and must not have as its main purpose (or one of its main
purposes) the avoidance of CGT or corporation tax. The acquiring company can obtain advance clearance from the
Inland Revenue that the conditions will be met.
If part of the offer consideration is in the form. of cash, a gain must be calculated using the part disposal rules. If the
cash received is not more than the higher of ￡3,000 or 5% of the total value on takeover, then the amount received in
cash can be deducted from the base cost of the securities under the small distribution rules.

正确答案：
(b) The advantage of Hira Ltd not claiming any capital allowances
In the year ending 31 March 2007 Hira Ltd expects to make a tax adjusted trading loss, before deduction of capital
allowances, of ￡55,000 and to surrender the maximum amount possible of trading losses to Belgrove Ltd and Dovedale Ltd.
For the first nine months of the year from 1 April 2006 to 31 December 2006 Hira Ltd is in a loss relief group with Belgrove
Ltd. The maximum surrender to Belgrove Ltd for this period is the lower of:
– the available loss of ￡41,250 (￡55,000 x 9/12); and
– the profits chargeable to corporation tax of Belgrove of ￡28,500 (￡38,000 x 9/12).
i.e. ￡28,500. This leaves losses of ￡12,750 (￡41,250 – ￡28,500) unrelieved.
For the remaining three months from 1 January 2007 to 31 March 2007 Hira Ltd is a consortium company because at least
75% of its share capital is owned by companies, each of which own at least 5%. It can surrender ￡8,938 (￡55,000 x 3/12
x 65%) to Dovedale Ltd and ￡4,812 (￡55,000 x 3/12 x 35%) to Belgrove Ltd as both companies have sufficient taxable
profits to offset the losses. Accordingly, there are no losses remaining from the three-month period.
The unrelieved losses from the first nine months must be carried forward as Hira Ltd has no income or gains in that year or
the previous year. However, the losses cannot be carried forward beyond 1 January 2007 (the date of the change of
ownership of Hira Ltd) if there is a major change in the nature or conduct of the trade of Hira Ltd. Even if the losses can be
carried forward, the earliest year in which they can be relieved is the year ending 31 March 2009 as Hira Ltd is expected to
make a trading loss in the year ending 31 March 2008.
Any capital allowances claimed by Hira Ltd in the year ending 31 March 2007 would increase the tax adjusted trading loss
for that year and consequently the unrelieved losses arising in the first nine months.
If the capital allowances are not claimed, the whole of the tax written down value brought forward of ￡96,000 would be
carried forward to the year ending 31 March 2008 thus increasing the capital allowances and the tax adjusted trading loss,
for that year. By not claiming any capital allowances, Hira Ltd can effectively transfer a current period trading loss, which
would be created by capital allowances, of ￡24,000 (25% x ￡96,000) from the year ending 31 March 2007 to the following
year where it can be surrendered to the two consortium members.

正确答案：
(b) Rate of tax on profits of non-UK resident investee companies
Undistributed profits
The companies will be subject to tax in the countries in which they are resident; this is because of their residency status or
because they have a permanent establishment in that country. Undistributed profits will not be taxed in the UK.
The rate of tax on undistributed profits will therefore be the rate of tax in the country of residency of the respective companies.
Distributed profits with double tax treaty
The dividends received by Acrux Ltd from each of the overseas companies will be grossed up in respect of underlying tax (the
overseas corporation tax paid on the distributed profits) because Acrux Ltd will own at least 10% of the overseas companies.
The gross amount will then be included in Acrux Ltd’s profits chargeable to corporation tax.
The treaty will provide double tax relief in the UK for the overseas tax suffered in respect of each dividend up to a maximum
of the UK tax on the grossed up overseas dividend. As a result of the double tax relief, the overall rate of tax suffered will be
the higher of the UK rate paid by Acrux Ltd and the overseas tax rate borne by the overseas company.
Where the rate of overseas tax in respect of a particular dividend exceeds the rate of corporation tax in the UK, excess foreign
tax will arise. This can be relieved, via onshore pooling, against the UK tax due on those dividends where the rate of tax in
the UK exceeds the rate overseas. This will reduce the overall rate of tax suffered on the total overseas profits of the overseas
companies as a whole.
Distributed profits with no double tax treaty
Where there is no double tax treaty, unilateral double tax relief will be available in the UK. This relief will operate in the same
way as double tax relief under a double tax treaty such that the overall rate of tax on each dividend will be the higher of the
UK rate paid by Acrux Ltd and the overseas rate borne by the overseas company. Relief via onshore pooling will also be
available.

正确答案：
(c) A number of opportunities appear to exist in the downstream supply chain.
As already mentioned above, Perfect Shopper can revisit its contract distribution arrangements. At present, distribution to
neighbourhood shops is in the hands of locally appointed contract distributors. As already suggested, it may be possible to
contract one integrated logistics company to carry out both inbound and outbound logistics, so gaining economies of scale
and opportunities for branding.
One of the problems identified in the independent report was the inflexibility of the ordering and delivering system. The
ordering system appears to be built around a fixed standard delivery made every two weeks, agreed in advance for a three
month period. Variations can be made to this standard order, but only increases – not decreases. Presumably, this
arrangement is required to allow Perfect Shopper to forecast demand over a three month period and to place bulk orders to
reflect these commitments. However, this may cause at least two problems. The first is that participating shops place a
relatively low standard order and rely on variations to fulfil demand. This causes problems for Perfect Shopper. Secondly, any
unpredictable fall in demand during the three month period leads to the shop having storage problems and unsold stock. This
potentially creates problems for the shop owner, who may also begin to question the value of the franchise. Hence Perfect
Shopper might wish to consider a much more flexible system where orders can be made to match demand and deliveries
can be made as required. This would also remove the requirement for a three monthly meeting between the franchisee andthe sales representative from Perfect Shopper. Investments in IT systems will be required to support this, with participating
shops placing orders over the Internet to reflect their requirements. This move towards a more flexible purchasing arrangement
may also make the outsourcing of warehousing and distribution even more appealing.
Perfect Shopper may also wish to investigate whether they can also provide value added services to customers, which not
only simplify the ordering system but also allow the shop managers to better understand their customers and fulfil their
requirements. The supply chain may legitimately include the customer’s customers, particularly for franchisers. This is already
acknowledged because Perfect Shopper produces tailored marketing material aimed at the end-consumer. Point of Sales (PoS)
devices feeding information back to Perfect Shopper would allow sales information to be analysed and fed back to the
shopkeeper as well as allowing automatic replenishment based on purchasing trends. However, this may be culturally difficult
for independent neighbourhood shopkeepers to accept. Furthermore, it would potentially include information outside the
products offered by Perfect Shopper and the implications of this would have to be considered. However, a whole shop sales
analysis might be a useful service to offer existing and potential franchisees.
Customers are increasingly willing to order products over the Internet. It seems unlikely that individual shopkeepers would be
able to establish and maintain their own Internet-based service. It would be useful for Perfect Shopper to explore the potential
of establishing a central website with customers placing orders from local shops. Again there are issues about scope, because
Perfect Shopper does not offer a whole-shop service. However, Michael de Kare-Silver has identified groceries as a product
area that has good potential for Internet purchase. In his electronic shopping potential test any product scoring over 20 hasgood potential. Groceries scored 27.