(1)       For the purposes of this section-

‘amalgamation transaction’ means any transaction-

(a)

(i)      in terms of which any company (hereinafter referred to as the ‘amalgamated company) which is a resident disposes of all of its assets (other than assets it elects to use to settle any debts incurred by it in the ordinary course of its trade and other than assets required to satisfy any reasonably anticipated liabilities to any sphere of government of any country and costs of administration relating to the liquidation or winding-up) to another company (hereinafter referred to as the ‘resultant company’) which is a resident, by means of an amalgamation, conversion or merger; and

[Subparagraph (i) substituted by section 57 of Act 43 of 2014 effective on 20 January 2015]

(ii)     as a result of which the existence of that amalgamated company will be terminated;

(b)

(i)      in terms of which an amalgamated company which is a foreign company disposes of all of its assets (other than assets it elects to use to settle any debts incurred by it in the ordinary course of its trade and other than assets required to satisfy any reasonably anticipated liabilities to any sphere of government of any country and costs of administration relating to the liquidation or winding-up) to a resultant company which is a resident, by means of an amalgamation, conversion or merger;

[Subparagraph (i) substituted by section 57 of Act 43 of 2014 effective on 20 January 2015]

(ii)     if, immediately before that transaction, any shares in that amalgamated company are held as capital assets; and

(iii)    as a result of which the existence of that amalgamated company will be terminated; or

(c)

(i)      in terms of which an amalgamated company which is a foreign company disposes of all of its assets (other than assets it elects to use to settle any debts incurred by it in the ordinary course of its trade and other than assets required to satisfy any reasonably anticipated liabilities to any sphere of government of any country and costs of administration relating to its liquidation or winding-up) to a resultant company which is a foreign company, by means of an amalgamation, conversion or merger;

[Subparagraph (ii) substituted by section 55 of Act 15 of 2016 effective on 19 January 2017]

(ii)     if-

(aa)    mmediately before that transaction-

(A)    that amalgamated company and that resultant company form part of the same group of companies (as defined in section 1);

(B)    that resultant company is a controlled foreign company in relation to any resident that is part of the group of companies contemplated in subitem (A); and

(C)    any shares in that amalgamated company that are directly or indirectly held by that resultant company are held as capital assets; and

(bb)   immediately after that transaction, more than 50 per cent of the equity shares in that resultant company are directly or indirectly held by a resident (whether alone or together with any other person that is a resident and that forms part of the same group of companies as that resident); and

(iii)    as a result of which the existence of that amalgamated company will be terminated.