On 28 February 2012 the First-tier Tribunal (Tax Chamber) of the United Kingdom released its decision on theĀ case between HSBC Holdings PLC and the Bank of New York Mellon Corporation versus Her Majesty's Revenue and CustomsĀ (āHMRCā). This ruling established that Stamp Duty Reserve Tax (āSDRTā) is not due on the issue of shares to a US depositary.
As explained in theĀ scrip reference announcementĀ for the first quarter 2012 interim dividend made on the 16th of May 2012 andĀ following quarters, the Reference ADS price no longer includes an adjustment for the deduction of SDRT. Given these changes, there is no longer a need to have an Alternative Reference ADS Price. Instead the Reference ADS Price applies to all A ADSs and B ADSs.
Previously, in the third and fourth quarter 2010 interim dividends and in all four quarterly 2011 interim dividend the depository bank for A ADSs and B ADSs, the Bank of New York Mellon (āBoNYā), took SDRT out of the scrip dividend and transferred this SDRT in pound sterling to HMRC.
For each whole ADS awarded as scrip dividend, this SDRT deduction equated to 1.5% of the Reference Share Price of the two A Shares underlying each new A ADS. For these six affected quarters this equates to the deductions per whole ADS awarded as scrip dividend provided by the following table:
Interim dividend [quarter] | Record date [month/day/year] | Reference Share Price [USD per A share] | SDRT deducted per whole new A ADS awarded as scrip dividend and transferred to HMRC in pound sterling [equivalent USD per ADS] | [GBP per ADS transferred to HMRC] | [Date of transfer to HMRC] [month/day/year] |
3rdĀ quarter 2010 | 11/5/2010 | 33.439 | 1.0032 | 0.64430 | 12/29/2010 |
4thĀ quarter 2010 | 2/11/2011 | 34.297 | 1.0289 | 0.64319 | 3/31/2011 |
1stĀ quarter 2011 | 5/13/2011 | 34.986 | 1.0496 | 0.65240 | 7/4/2011 |
2ndĀ quarter 2011 | 8/5/2011 | 32.317 | 0.9695 | 0.61855 | 9/27/2011 |
3rdĀ quarter 2011 | 11/4/2011 | 34.953 | 1.0486 | 0.66619 | 12/28/2011 |
4thĀ quarter 2011 | 2/17/2012 | 36.315 | 1.0895 | 0.68889 | 4/4/2012 |
Affected ADS holders might be able to reclaim these SDRT amounts deducted on previous issues under the Scrip Dividend Programme. HMRC has made anĀ announcement on the 27th of April 2012 (PDF - 64KB)Ā providing guidance about how claims to repayment should be made to HMRC.
ADS holders who wish to seek such refund of SDRT should speak to their tax advisor.
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