<p>EIS-wise this only works for Crown&nbsp;and Coach if sale occurs in the course of a winding up which is entered into for genuine commercial reasons.&nbsp; I&#39;m concerned in our case HMRC will construe this as an attempt to exit while preserving EIS status rather than genuinely reaching the end of the road on the pubs.&nbsp; Especially if the buyer continues to run them as pubs.&nbsp; And especially given the difficult&nbsp;state of the discussions with HMRC on the EIS claims.</p>

<p>Even if the liquidation&nbsp;route preserves EIS status, due to the three year rule any value we get will reduce our original relief, eg if a shareholder gets &pound;30k, EIS relief of &pound;9k is clawed back.&nbsp;</p>

<p>If we were instead to sell the companies for Crown and Coach to Mr Smith, this would almost certainly invalidate EIS altogether because the qualifying conditions (eg&nbsp; no group, no common control)&nbsp;would not be satisfied throughout the relevant three year period.&nbsp; We could defer the sale of the Coach until the three years is up, but cannot agree to agree now.&nbsp;</p>

<p>If we lose EIS relief, should still get income tax relief&nbsp;for the cap&nbsp;loss (provided HMRC accepts that McC has not already created a group).</p>

<p>The offer is precisely what I expected and unacceptable to me.</p>

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<p>Steve</p>

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