(1) This section applies where the issuing company—
(a) is a wholly-owned subsidiary of another company (“the holding company”), and
(b) allots shares—
(i) to the holding company, or
(ii) to another wholly-owned subsidiary of the holding company,
in consideration for the transfer to the issuing company of non-cash assets of a company (“the transferor company”) that is a member of the group of companies that comprises the holding company and all its wholly-owned subsidiaries.
(2) Where the shares in the issuing company allotted in consideration for the transfer are issued at
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