Where shares are valued pursuant to a compulsory buy-out order on the basis of a notional realisation of the company's assets at market value, capital gains tax that would be payable on sale of the underlying assets must be deducted, even where there is no present intention to sell. The approach in United Rural Enterprises v Lopmand (declining to allow for CGT where no proved intention to sell) does not apply where the valuation is in the nature of a notional liquidation to unlock capital value for a minority shareholder. An offer to purchase an underlying asset is relevant to valuation even if not capable of acceptance as a binding contract, and where the defendant's conduct prevents full investigation of the offer, the court may adopt the value in the offer applying the Armory v Delamirie principle.
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