What this ruling covers
The Australian Taxation Office has issued Class Ruling CR 2026/62. The ruling sets out the tax consequences for shareholders and option holders in Amaero Ltd whose shares or options were exchanged or cancelled on 22 June 2026 as part of a scheme of arrangement. The ruling applies to the 2025-26 income year (1 July 2025 to 30 June 2026).
CGT events triggered
Shareholders
Shareholders who held Amaero Ltd shares on capital account had CGT event A1 triggered on 22 June 2026. Capital proceeds for that event are based on the market value of the CHESS Depositary Interests (CDIs) in Amaero Inc. received in exchange for the original shares.
Option holders
Option holders had CGT event C2 triggered on 22 June 2026, when their Amaero Ltd options were cancelled in exchange for Amaero Inc. options.
Scrip-for-scrip rollover
Australian resident shareholders and option holders who made a capital gain may be eligible to choose scrip-for-scrip rollover to defer that gain. Where a person is a common stakeholder, the ruling requires that they jointly elect with Amaero Inc. and notify Amaero Inc. in writing of their cost base before claiming the rollover.
Who this ruling does not cover
The ruling does not apply to:
- Foreign residents, unless their shares were taxable Australian property
- Employee share scheme holders
- Those subject to Division 230 financial arrangement rules
Key actions
- Check whether Amaero Ltd shares or options were held at 7:00 pm on 15 June 2026 - if yes, CGT events were triggered on 22 June 2026.
- Work out any capital gain or loss by comparing the market value of the CDIs or Amaero Inc. options received on 22 June 2026 against the cost base (for a gain) or reduced cost base (for a loss) of the original shares or options.
- If a capital gain was made and the holder is an Australian resident, determine whether scrip-for-scrip rollover applies - common stakeholders are required to jointly elect with Amaero Inc. in writing and notify Amaero Inc. of their cost base before claiming rollover.
- Include any capital gain or loss from this event in the 2025-26 income tax return, covering the period 1 July 2025 to 30 June 2026.
- Read the full ruling at https://www.ato.gov.au/law/view/document?docid=CLR/CR202662/NAT/ATO/00001 or speak with a tax adviser if the interests were held under an employee share scheme or if Division 230 rules apply, as those situations are not covered by this ruling.
This is a plain-English summary for information only, not legal or compliance advice. Always check the official source or consult a qualified professional.