TC09562 - [2025] UKFTT 00762 (TC)

Fecha: 23-May-2025

Acquisition of the Businesses

Acquisition of the Businesses

Over a three–year period from 2004 to 2007, CPW acquired the business and assets of four businesses (the “Businesses”) owned by the following four companies (the “Vendor Companies”):

(1)

E2Save.com Limited;

(2)

Carphone Warehouse Services Limited (“CWSL”);

(3)

Carphone Warehouse UK Limited (“CPWUK”); and

(4)

One Stop Phone Shop Limited.

The acquisitions were effected by sale and purchase agreements entered into between CPW and each of the Vendor Companies on 25 March 2004, 2 May 2004, 26 November 2004, and 18 June 2007 respectively (the “Prior SPAs”). Each acquisition included the goodwill of the Businesses.

10.

At the time of the above acquisitions by CPW:

(1)

the Vendor Companies and CPW were members of the CPW Group (and the Vendor Companies, like CPW, were members of the CPW Chargeable Gains Group);

(2)

the combined value of the acquired goodwill of the Businesses (the “Goodwill”) was £107,658,000; and

(3)

as a result of Section 171(1) of the TCGA 1992, the transfer of the Goodwill did not give rise to a charge to tax.