What this ruling covers
The Australian Taxation Office (ATO) has issued Class Ruling CR 2026/62. The ruling covers the tax treatment for shareholders and option holders in Amaero Ltd who participated in a scheme of arrangement completed on 22 June 2026.
What happened under the scheme
On 22 June 2026:
- Amaero Ltd shares were swapped for CHESS Depositary Interests (CDIs) in the new US company Amaero Inc.
- Amaero Ltd options were cancelled and replaced with options over CDIs in Amaero Inc.
CGT events confirmed by the ruling
The ruling confirms the following CGT events both occurred on 22 June 2026:
- CGT event A1 applied to the disposal of Amaero Ltd shares.
- CGT event C2 applied to the cancellation of Amaero Ltd options.
Scrip-for-scrip rollover
Australian resident shareholders who made a capital gain on their Amaero Ltd shares may be able to choose scrip-for-scrip rollover to defer that gain. This rollover is available subject to specific conditions under sections 124-780 and 124-785.
Shareholders who were a common stakeholder in Amaero Ltd and seek to access scrip-for-scrip rollover are required to jointly elect with Amaero Inc. and notify Amaero Inc. in writing of their cost base before the rollover is available.
Capital gain or loss calculation
The capital proceeds for Amaero Ltd shares are the market value of the CDIs received on 22 June 2026. This amount is compared against the cost base of the shares to determine any capital gain or loss.
Exclusions
The ruling does not apply to shareholders or option holders who:
- Did not hold Amaero Ltd shares or options on capital account - for example, those held as trading stock or revenue assets.
- Acquired their Amaero shares or options through an employee share scheme as defined in section 83A-10.
Income year
The ruling applies to the 2025-26 income year, being 1 July 2025 to 30 June 2026.
Eligibility date
The ruling applies to those who held Amaero Ltd shares or options as at 7:00 pm on 15 June 2026, provided those holdings were on capital account.
Key actions
- Check whether Amaero Ltd shares or options were held as at 7:00 pm on 15 June 2026 and whether those holdings were on capital account.
- Work out any capital gain or loss on Amaero Ltd shares using the market value of CDIs received on 22 June 2026 as the capital proceeds, compared to the cost base of those shares.
- If a capital gain was made and scrip-for-scrip rollover is sought, a joint election with Amaero Inc. is required, and written notification of the cost base must be provided to Amaero Inc.
- If Amaero shares or options were acquired through an employee share scheme as defined in section 83A-10, this ruling does not apply - separate tax advice is required.
- Review the full ruling at https://www.ato.gov.au/law/view/document?docid=CLR/CR202662/NAT/ATO/00001 and discuss the tax consequences with an accountant when preparing the 2025-26 tax return.
This is a plain-English summary for information only, not legal or compliance advice. Always check the official source or consult a qualified professional.