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ARTICLE · 28 DECEMBER 2023

SDRT/Stamp Duty Developments Affecting UK Plcs

Herbert Smith Freehills Kramer LLP
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As we end the year 2023 we wanted to highlight a developing technical matter under UK tax law that we believe will have the effect of preserving for UK plcs offering...

European UnionCorporate/Commercial Law
Tom O'Neill
Tom O'Neill
Aurell Taussig
Aurell Taussig
William Arrenberg
William Arrenberg
Thomas Vaughan
Thomas Vaughan

As we end the year 2023 we wanted to highlight a developing technical matter under UK tax law that we believe will have the effect of preserving for UK plcs offering and selling securities in US initial public offerings and listings on the New York Stock Exchange or Nasdaq the choice of listing their IPO securities directly in the form of shares or alternatively in the form of American Depositary Shares (ADSs/ADRs).

This is because towards the end of 2023 the UK Government has evidenced its firm intention to legislate in 2024 such that there should be no point in time when UK stamp duty or SDRT should be payable in connection with a typical US IPO process involving a UK incorporated company, thus extending (and expanding upon) provisions of EU law that have until now provided some clarity but which post-Brexit and post 31 December, 2023 will no longer be the controlling domestic law of the United Kingdom.

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