Reinvestment Relief

Can anyone provide any guidance on the following problem, please?

Company A sells the goodwill of part of its business for £150,000. It then reinvests all of the proceeds by buying an 80% interest in company B (both are small, close, private companies).
Company B therefore becomes a subsidiary of company A.
The balance sheet of B before the sale of shares shows negligible assets and therefore A is in effect investing in B's goodwill and future prospects.

I cannot just 'create' goodwill on B's balance sheet but obviously it exists.

Can I claim Reinvestment Relief on the original sale against the cost of the shares (the underlying asset of which is goodwill) in B?
HMRC manual CIRD 20430/20420/11170  is not very clear on this point. Does anyone have any practical knowledge on this matter? Any comments would be helpful.
  • The problem appears to be that the company A has bought a promise of future worth , not assets that are actually worth something today. To get the roll-over relief company B needs to hold some intangible assets immediately before acquisition.
    This subject is covered in the Bloomsbury Professional book : CGT Roll-over hold-over and deferral reliefs, chapter 9, paras 9.45 to 9.47