Stamp Duty on HoldCo insertation - retaining Trade Co Shares

[AnthonyR]

I have a client that is looking to put a holding company in place above his trading company and we have been discussing a straightforward share for share transaction that would have been exempt from SD under s.77.

However, it now appears that a minority shareholder (5% holding) wants to keep his shares in the Tradeco and not transfer into Holdco. This is because holdco is likely to invest profits into a selection of rental properties and it's likely that Tradeco will be sold in future and Holdco retained, so the minority shareholder wants to get his 5% payout on sale, while the 95% shareholder is quite happy for the funds to go into Holdco.

As far as I can see this scuppers the SD exemption as the shareholding in the Holdco will not include the 5% shareholding by Mr Minority post share for share.

Am I right in this, or am I missing a handy exemption?