Public offer relief from SDRT
Produced in partnership with Kevin Griffin
Public offer relief from SDRT

The following Tax guidance note Produced in partnership with Kevin Griffin provides comprehensive and up to date legal information covering:

  • Public offer relief from SDRT
  • HMRC guidance—Stamp Taxes on Shares Manual
  • When does public offer relief from SDRT apply?
  • Offer to the public
  • Specific agreements to which relief applies and practical implications
  • How is the relief claimed?
  • When is the relief used in practice?
  • Definitions

When a company’s securities are first listed on the main market of the London Stock Exchange (LSE), one or more banks (and/or other financial institutions) will be involved as intermediary between the company and the initial investors. The banks may merely act as agents, arranging for the investors to buy the securities directly from the company or its existing shareholders. Alternatively, the banks may purchase the securities and sell them on to the investors. The purpose of public offer relief from SDRT is to ensure that no additional SDRT charges arise if the banks purchase and on-sell the securities. However if an SDRT charge would arise on a direct sale to the investor, public offer relief does not remove this charge just because the sale is indirect, through a bank or other financial institution. The public offer exemption (where it applies) ensures that the SDRT due (if any) is only what would normally have been due had the issue or transfer been made directly to the end investor.

There is no equivalent relief from stamp duty. Such relief is not necessary because in practice, the transactions to which public offer relief may apply do not involve creation of a document liable to stamp duty.

If the banks sponsoring a public offer are also recognised intermediaries, they should be able to claim recognised intermediaries