Resolved,
That the following provisions have effect for the period beginning with the day on which this Resolution is passed and ending 31 days after the earliest of the dates mentioned in section 50(2) of the Finance Act 1973 —
Depositary receipts and clearance services
(1) The Finance Act 1986 is amended as follows.
(2) In section 67 (stamp duty: depositary receipts) —
(a) in the heading, at the end insert “1.5% charge”;
(b) in subsection (1) omit “(other than a bearer instrument)”;
(c) after that subsection insert—
“(1A) For the purposes of subsection (1) “instrument” does not include —
(a) a bearer instrument (see subsection (9A));
(b) an exempt capital-raising instrument (see section 72ZA);
(c) an exempt listing instrument (see section 72ZB).”;
(d) after subsection (9) insert—
“(9ZA) Where an instrument transfers shares in a company which are held by the company (whether in accordance with section 724 of the Companies Act 2006 (treasury shares) or otherwise), subsections (2) to (5) do not apply and stamp duty is not chargeable on the instrument.”
(3) In section 69 (depositary receipts: supplementary), in subsection (1), in the words before paragraph (a), for “sections 67 and 68 above” substitute “sections 67, 68 and 72ZB”.
(4) In section 70 (stamp duty: clearance services) —
(a) in the heading, at the end insert “1.5% charge”;
(b) in subsection (1) omit “(other than a bearer instrument)";
(c) after that subsection insert—
“(1A) For the purposes of subsection (1) “instrument” does not include —
(a) a bearer instrument (see subsection (9A));
(b) an exempt capital-raising instrument (see section 72ZA);
(c) an exempt listing instrument (see section 72ZB).”;
(d) after subsection (9) insert—
“(9ZA) Where an instrument transfers shares in a company which are held by the company (whether in accordance with section 724 of the Companies Act 2006 (treasury shares) or otherwise), subsections (2) to (5) do not apply and stamp duty is not chargeable on the instrument.”
(5) After section 72 (clearance services: supplementary) insert—
“Meaning of “exempt capital-raising instrument” and “exempt listing instrument”
72ZA Meaning of “exempt capital-raising instrument”
(1) For the purposes of sections 67 and 70, an instrument is an “exempt capital-raising instrument” if the instrument transfers relevant securities in the course of capital-raising arrangements.
(2) In this section, “capital-raising arrangements” means arrangements pursuant to which relevant securities are issued by a company for the purpose of raising new capital.
(3) An instrument is not prevented from being an exempt capital-raising instrument by reason only of a delay in transferring relevant securities where—
(a) a person (“the transferor”) acquires the relevant securities —
(i) before capital-raising arrangements are entered into, or
(ii) in the course of capital-raising arrangements,
(b) the transferor is subject to a restriction that has the effect of preventing the transfer of the relevant securities in the course of the capital-raising arrangements, and
(c) the instrument transfers the relevant securities as soon as reasonably practicable after the time at which the restriction ceases to have effect.
72ZB Meaning of “exempt listing instrument”
(1) For the purposes of sections 67 and 70, an instrument is an “exempt listing instrument” if—
(a) the instrument transfers relevant securities of a company in the course of qualifying listing arrangements, and
(b) those arrangements do not affect the beneficial ownership of the relevant securities.
(2) In this section, “listing arrangements” means arrangements pursuant to which relevant securities, or depositary receipts for relevant securities, are listed on a recognised stock exchange.
(3) For the purposes of this section, listing arrangements are “qualifying” if, immediately before the first transfer of relevant securities in the course of the listing arrangements, no relevant securities in the company or depositary receipts for relevant securities in the company are listed on the recognised stock exchange to which the listing arrangements relate.
(4) An instrument is not prevented from being an exempt listing instrument by reason only of a delay in transferring relevant securities where —
(a) a person (“the transferor”) acquires the relevant securities before qualifying listing arrangements are entered into,
(b) the transferor is subject to a restriction that has the effect of preventing the transfer of the relevant securities in the course of the qualifying listing arrangements, and
(c) the instrument transfers the relevant securities as soon as reasonably practicable after the time at which the restriction ceases to have effect.
(5) Section 1005 of the Income Tax Act 2007 (meaning of “recognised stock exchange”, “listed” etc) applies in relation to this section as it applies in relation to the Income Tax Acts.”
Bearer instruments
(6) In section 79 of the Finance Act 1986 (stamp duty: loan capital: new provisions), in subsection (2) —
(a) omit “on the issue of an instrument which relates to loan capital or”;
(b) for “such an instrument” substitute “an instrument which relates to loan capital”.
(7) Section 50 of the Finance Act 1987 (warrants to purchase Government stock etc) is amended as follows —
(a) in subsection (2) —
(i) omit paragraph (a);
(ii) in paragraph (b), for “such an instrument” substitute “an instrument which relates to an interest, right or option within subsection (1)”.
(b) in subsection (3) —
(i) omit paragraph (b);
(ii) in paragraph (c), for “under that Schedule” substitute “under Schedule 15 to the Finance Act 1999 (stamp duty: bearer instruments)”.
(8) Schedule 15 to the Finance Act 1999 (stamp duty: bearer instruments) is amended as follows—
(a) omit paragraph 1 (charge on issue of instrument) and the italic heading before it;
(b) in paragraph 2 (charge on transfers of stock by means of instrument), in the words before paragraph (a) omit “duty was not chargeable under paragraph 1 on the issue of the instrument and";
(c) in paragraph 4 (1.5% rate of duty) omit “or 6”;
(d) omit paragraph 7 (ascertainment of market value for charge on issue of instrument);
(e) in paragraph 17 (exemption for issue of instruments relating to non-sterling stock), in sub-paragraph (1) —
(i) in the words before paragraph (a) omit “the issue of";
(ii) omit the words after paragraph (b);
(f) omit the italic heading before paragraph 21;
(g) omit paragraph 21 (procedure for stamping instruments where duty chargeable on issue);
(h) omit paragraph 22 (consequences of default in complying with procedure for stamping).
Commencement and transitional provision
(9) The amendments made by this Resolution have effect in relation to instruments executed on or after 1 January 2024.
(10) Paragraph (11) applies in relation to securities constituted by or transferable by means of an instrument issued before 1 January 2024.
(11) The amendments made by paragraph (7) are to be disregarded.
(12) Paragraph (13) applies in relation to bearer instruments issued before 1 January 2024-
(a) in the United Kingdom, or
(b) outside the United Kingdom by or on behalf of a UK company.
(13) The amendment made by paragraph (8)(b) is to be disregarded.
(14) In paragraph (12) “bearer instrument" and “UK company” have the same meaning as in Schedule 15 to the Finance Act 1999 (see paragraphs 3 and 11 of that Schedule).
And it is declared that it is expedient in the public interest that this Resolution should have statutory effect under the provisions of section 50 of the Finance Act 1973.