Debt restructuring on sale of shares in subsidiary

Question

My company is considering a purchase of shares in a trading subsidiary for £1. The shares are of negligible value by reason of the indebtedness of the subsidiary to a bank and to its parent company. The subsidiary carries on UK trading operations it is within the charge to corporation tax and it owns business premises which have substantial value. The preferred exit structure is to effect a sale of shares in the subsidiary rather than a disposal of the business and assets of the subsidiary so that a purchaser does not incur a charge to SDLT on acquisition of the business premises. The bank has agreed to waive the debt owed to it by the subsidiary to the extent exceeding the value of...