Determination of acquisition costs of Cramo Plc and Adapteo Plc shares for Finnish taxation purposes
Cramo’s Modular Space business was transferred to Adapteo Plc in a partial demerger of Cramo on 30 June 2019 and Cramo’s shareholders received Adapteo shares as demerger consideration (1:1). Due to the partial demerger the original acquisition cost of Cramo shares is divided between Cramo and Adapteo shares in the Finnish taxation. The acquisition cost depends on the original acquisition date. Determination of the acquisition costs is necessary for the Finnish taxation purposes in order to calculate a capital gain or loss from a sale of shares.
Large Taxpayers’ Office has confirmed that the original acquisition cost of Cramo share is divided between Cramo and Adapteo shares based on the ratio of net assets.
Cramo’s net assets were divided between Cramo and Adapteo in the partial demerger as follows:
- 59.55% stayed at Cramo and
- 40.45% was transferred to Adapteo.
Example: If a shareholder purchased one Cramo share before the partial demerger (30 June 2019) for a price of EUR 12.00, after the partial demerger the acquisition cost of Cramo share is EUR 7.15 (59.55%) and Adapteo share is EUR 4.85 (40.45%).
The above description of the determination of the acquisition costs is not applicable to non-Finnish resident shareholders. We recommend that shareholders who are tax resident outside Finland will seek advice from their own tax advisors or local tax authorities in order to determine the acquisition costs of the shares for their taxation purposes.
Determination of the acquisition cost for Finnish taxation purposes
In the Finnish taxation the original acquisition cost of Cramo shares is divided between Cramo and Adapteo shares received as a demerger consideration based either on the ratio of the distribution of net assets of the companies on demerger date or on the ratio of the current values of the shares. The current value ratio is used if the distribution ratio of the net assets materially differs from the current value ratio.
The ratio of the current values of Cramo and Adapteo shares did not materially differ from the distribution ratio of the net assets. Therefore, the acquisition costs of the shares are determined according to the main rule, i.e. according to the distribution ratio of the net assets.
Further information (in Finnish) about the decision can be found at: https://www.vero.fi/syventavat-vero-ohjeet/ohje-hakusivu/81329/cramo-oyjn-osittaisjakautumisessa-syntyneen-adapteo-oyjn-sek%C3%A4-cramo-oyjn-osakkeiden-hankintamenon-m%C3%A4%C3%A4ritt%C3%A4minen-verotuksessa/