New build additional property for SDLT purposes?

[OwnAHome]

Mr A (who already owns a property) signed a contract and paid a non refundable deposit of 30% on a new build of total value 149k. This happened in October 2015, ie before any new rules were announced. According to both solicitors, this was the "exchange of contracts".

Both building and completion of sale are due in November 2017.

1) What is the rate of SDLT expected to be paid on this completion?

Mr A is also shareholder and director of a limited company "Bricks Ltd" which also already owns a property. The company was formed in circa August 2015, and the intention (as explicitly stated by Mr A to his solicitor at the time of signing in October) was for Bricks Ltd to own the newly completed property. Again, at the time of signing, the solicitor considered this to be a simple routine assignment to be done closer to completion.

2) If this assignment as originally planned is made to Bricks Ltd, what is the rate of SDLT expected to be paid on this completion? Would this assignment involve the vendor?

3) Would the answer to 2) change if a deed of variation or any other mechanism was used instead? Would these mechanisms involve the vendor?

4) If the intention for assignment to Bricks Ltd was formalised in October 2015 (as a secondary contract for instance), would that make a difference? If so, what would the nature of a such a contract be? Would it involve the vendor?

[OwnAHome]

I believe the relevant guidance is at https://www.gov.uk/government/uploads/s ... erties.pdf, page 25:

7.1 Where applicable, the higher rates will apply to all purchases that complete on or after
1 April 2016.
7.2 Transitional rules provide that the higher rates will not apply where a contract has been:
● entered into and substantially performed before 26 November 2015, or
● entered into before 26 November 2015 and not amended after that date.
7.3 The transitional rules will not apply where contracts were entered into before 26
November 2015 if:
● there is any variation of the contract or assignment of rights under the contract on or
after 26 November 2015;
● the transaction is effected in consequence of the exercise on or after 26 November
2015 of any option, right of pre-emption or similar right;
● on or after 26 November 2015 there is an assignment, sub-sale or other transaction
relating to the whole or part of the subject-matter of the contract as a result of which
a person other than the purchaser under the contract becomes entitled to call for a
conveyance to him by virtue of FA16/s128(7).
7.4 A variation of a contract would include a change to:
● the land being purchased,
● the parties to the contract, or to the contractual consideration, or ● in an agreement
for a lease to the term length.
7.5 However, some changes, for example, to prescribed colour schemes or to the
contractual completion date, may be too insignificant to amount to a variation.

It seems clear cut by 7.3.1, but what does 7.3.3 mean? Since Bricks Ltd is owned by Mr A does it become entitled to conveyance?