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On 28 February 2012 the First-tier Tribunal (Tax Chamber) of the United Kingdom released its decision on the case between HSBC Holdings PLC and the Bank of New York Mellon Corporation versus Her Majesty's Revenue and Customs (“HMRC”). This ruling established that Stamp Duty Reserve Tax (“SDRT”) is not due on the issue of shares to a US depositary.

As explained in the scrip reference announcement for the first quarter 2012 interim dividend made on the 16th of May 2012 and 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 (“BoNY”), 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]
3rd quarter 2010	11/5/2010	33.439	1.0032	0.64430	12/29/2010
4th quarter 2010	2/11/2011	34.297	1.0289	0.64319	3/31/2011
1st quarter 2011	5/13/2011	34.986	1.0496	0.65240	7/4/2011
2nd quarter 2011	8/5/2011	32.317	0.9695	0.61855	9/27/2011
3rd quarter 2011	11/4/2011	34.953	1.0486	0.66619	12/28/2011
4th 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 an announcement on the 27th of April 2012 (PDF - 64KB) 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.

 

 

Title	The documents are intended for and should be read only by those holding shares in the following ways
Chairman’s letter to Shareholders April 2016	Holders of share certificates and CREST shareholders Shares held through the RDS Corporate Nominee Service
Chairman's letter to Shareholders May 2015	Holders of share certificates and CREST shareholders Shares held through the RDS Corporate Nominee Service Shares held through a securities account with a bank or another financial institution holding ultimately through Euroclear Nederland Registered ADS holders
Q&A leaflet May 2015	Holders of share certificates and CREST shareholders Shares held through the RDS Corporate Nominee Service Shares held through a securities account with a bank or another financial institution holding ultimately through Euroclear Nederland Registered ADS holders