Upper Tribunal Tax and Chancery Chamber

UT (Tax & Chancery) UT/2022/0092 - [2024] UKUT 00373 (TCC)

Fecha: 29-May-2024

Grounds of appeal

Grounds of appeal

28.

Tower One has been granted permission to appeal on the following grounds:

(1)

the FTT erred in law in concluding that Tower One was not entitled to group relief - this turns solely on the question of whether the acquisition of the Tower Lease formed part of “arrangements of which the main purpose or one of the main purposes was the avoidance of liability to tax” within paragraph 2(4A) (“Ground 1”); and

(2)

if Tower One was not entitled to group relief, the FTT erred in law in concluding that Tower One was liable to SDLT on the market value of the Tower Lease (£200m) rather than the consideration paid to acquire the Tower Lease (approximately £30m) - this turns solely on the question of whether “the subject matter of the transaction…has, within the period of three years immediately preceding the effective date of the transaction, been the subject of a transaction in respect of which group relief was claimed by the vendor” within s54(3)(b) (“Ground 2”).

29.

By its Respondents’ Notice, HMRC maintained their submission (which did not need to be decided by the FTT) that in the event that the SDLT found to be payable by Tower One is less than the amount of SDLT that would have been payable on a notional land transaction effecting the acquisition of the chargeable interest by Tower One at market value, then s75A applies to the arrangements.