Transfers of securities
No liability for United Kingdom stamp duty will arise on a transfer of, or an agreement to transfer, full legal and beneficial ownership of the
Senior Debt Securities, provided that the Senior Debt Securities constitute exempt loan capital. Broadly, exempt loan capital is loan capital for the purposes of section 78(7) of the Finance Act 1986 which does
not carry or (in the case of (ii), (iii) and (iv) below) has not at any time prior to the relevant transfer or agreement carried any of the following rights:
(i) a right of conversion into shares or other securities, or to the acquisition of shares or other securities, including loan
capital of the same description;
(ii) a right to interest the amount of which exceeds a reasonable commercial return on
the nominal amount of the capital;
(iii) a right to interest the amount of which falls or has fallen to be determined to
any extent by reference to the results of, or of any part of, a business or to the value of any property; or
(iv) a right
on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed in the
Official List of the FCA.
Even if a security does not constitute exempt loan capital (a
Non-Exempt Security), no United Kingdom stamp duty will arise on transfer of the security if the security is held within a clearing system and the transfer is effected by electronic means, without
executing any written transfer of, or written agreement to transfer, the security.
Where a
Non-Exempt Security is transferred by means of a written instrument, or a written agreement is entered into to transfer an interest in the security where such interest falls short of full legal and beneficial
ownership of the security, the relevant instrument or agreement may be liable to United Kingdom stamp duty (at the rate of 0.5% of the consideration, rounded up if necessary to the nearest multiple of £5). If the relevant instrument or
agreement is executed and retained outside the United Kingdom at all times, no United Kingdom stamp duty should, in practice, need to be paid on such document.
However, in the event that the relevant document is executed in or brought into the United Kingdom for any purpose, then United Kingdom stamp
duty may be payable. Interest may also be payable on the amount of such stamp duty, unless the document is duly stamped within thirty (30) days after the day on which it was executed. Penalties for late stamping may also be payable on the
stamping of such document (in addition to interest) unless the document is duly stamped within thirty (30) days after the day on which it was executed or, if the instrument was executed outside the United Kingdom, within thirty (30) days
of it first being brought into the United Kingdom.
However, no United Kingdom stamp duty will be payable on any such written transfer, or
written agreement to transfer, if the amount or value of the consideration for the transfer is £1,000 or under, and the document contains a statement that the transfer does not form part of a larger transaction or series of transactions in
respect of which the amount or value, or aggregate amount or value, of the consideration exceeds £1,000.
In addition to the above,
if a Non-Exempt Security is in registered form, and the security is transferred, or agreed to be transferred, to a clearance service provider or its nominee, United Kingdom stamp duty may be chargeable (at the
rate of 1.5% of the consideration for the transfer or, if none, of the value of the relevant security, rounded up if necessary to the nearest multiple of £5) on any document effecting, or containing an agreement to effect, such a transfer
(although see below, under Court of Justice of the European Union Decision).
If a document is subject to stamp duty, it
may not be produced in civil proceedings in the United Kingdom, and may not be available for any other purpose in the United Kingdom, until the United Kingdom stamp duty (and any interest and penalties for late stamping) have been paid.
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