How do you extract and pay all surplus cash to the vendor when acquiring a minority position?

I have proposed a deal and tentatively agreed with the vendor a process for how we'll extract the surplus cash and pay it to them.

Purchasing a minority position initially, and later an additional stake.

The surplus cash to all come out after the initial purchase.

We have agreed to distribute the cash as a dividend to my SPV post closing and pay from there to the vendor as part of the overall consideration.

Their accountant doesn't feel this will work and has concerns, their comments:

"HMRC are alive to their powers for charging income tax on situations where a shareholder extracts value for themself from their personal company. HMRC can tax distributions at a rate of up to 39.35%. This could, for example, include circumstances that involve the purchase from you of a 25% shareholding for an amount that exceeds their market value which is funded by cash held in your company."

Any thoughts or guidance on this?

Thanks in advance.

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