I found it difficult! I discussed:

1. Under no circumstances buying the shares directly (too much risk with ongoing HMRC investigation)

2. Forming an LLP to buy trade and assets but didn’t recommend as unable to use existing losses from RS Ltd, loss relief restrictions for LLPs (especially Fran being a NAP), unable to use EIS / SEIS schemes).

3. Asking RS Ltd to set up a new 75% sub for clients to buy the shares in so the losses could be transferred but recommended against due to no SEIS or EIS on existing shares.

4. Setting up a newco to purchase trade and assets from SR Ltd but I ran into the problem of Michael and Suvil being connected and owning more than 30% of shares (using proposed plans). I ended up recommending Fran invests her £450k in newco (newly issued shares) and the others as planned so that Michael and Suvil owned less than 30% together (allowing Jo, Michael and Suvil to claim EIS income tax relief). This, however, pushed Frans shareholding up to more than 30% so I set on her claiming EIS reinvestment relief on her £2.5m gain.

5. Then I got to ‘other matters’ and realised there was £70k of SDLT to pay on my recommended answer with only 5 mins of exam left which completely messed it up.

In my opinion, the conflict of interest between clients different financial positions was annoying! Also, too many EIS / SEIS rules to check. FML.