(1)This section applies where —
(a)the articles of association of a company incorporated in the United Kingdom (“the UK company”) and the equivalent instruments governing a company which is not so incorporated (“the foreign company”) each provide that no share in the company to which they relate may be transferred otherwise than as part of a unit comprising one share in that company and one share in the other; and
(b)such units are to be or have been offered for sale to the public in the United Kingdom and, at the same time, an equal number of such units are to be or, as the case may be, have been offered for sale to the public at a broadly equivalent price in the country in which the foreign company is incorporated (“the foreign country”).
(2)In relation to an instrument to which subsection (3) below applies, any duty chargeable on issue under the heading ⿿Bearer Instrument in Schedule 1 to the Stamp Act 1891[1891 c. 39.] (which, apart from this subsection, would be payable by virtue of section 60 of the Finance Act 1963[1963 c. 25.] or section 9 of the Finance Act (Northern Ireland) 1963)[1963 c. 22 (N.I.).] shall not be so payable; but nothing in this subsection shall be taken as affecting the other requirements of that section.
(3)This subsection applies to any bearer instrument issued on or after 1st November 1987 which represents shares in the UK company, or a right to an allotment of or to subscribe for such shares, if the purpose of the issue is —
(a)to make such shares available for sale (as part of such units as are referred to in subsection (1) above) in pursuance of either of the offers referred to in subsection (1)(b) above or of any other offer for sale of such units to the public made at the same time and at a broadly equivalent price in a country other than the United Kingdom or the foreign country; or
(b)to give effect to an allotment of such shares (as part of such units) as fully or partly paid bonus shares.
(4)In relation to an instrument to which subsection (5) below applies —
(a)the foreign company shall be treated —
(i)for the purposes of sections 59 and 60 of the Finance Act 1963 (which make provision in respect of stamp duty under the heading “Bearer Instrument” in Schedule 1 to the Stamp Act 1891) as a company formed or established in Great Britain; and
(ii)for the purposes of sections 8 and 9 of the Finance Act (Northern Ireland) 1963 (which make corresponding provision for Northern Ireland) as a company formed or established in Northern Ireland; and
(b)section 30 of the Finance Act 1967[1967 c. 54.] and section 7 of the Finance Act (Northern Ireland) 1967[1967 c. 20 (N.I.).] (exemption for bearer instruments relating to stock in foreign currencies) shall not apply.
(5)This subsection applies to any bearer instrument issued on or after 9th December 1987 which represents shares in the foreign company, or a right to an allotment of or to subscribe for such shares, and is not issued for the purpose —
(a)of making shares in the foreign company available for sale (as part of such units as are referred to in subsection (1) above) in pursuance of either of the offers referred to in subsection (1)(b) above or of any other offer such as is mentioned in subsection (3)(a) above; or
(b)of giving effect to an allotment of such shares (as part of such units) as fully or partly paid bonus shares.
(6)In relation to any instrument which transfers such units as are referred to in subsection (1) above and is executed on or after the date of the passing of this Act, the foreign company shall be treated for the purposes of sections 67 and 68 (depositary receipts) and 70 and 71 (clearance services) of the Finance Act 1986[1986 c. 41.] as a company incorporated in the United Kingdom.
(7)Section 3 of the Stamp Act 1891[1891 c. 39.] (which requires every instrument written upon the same piece of material as another instrument to be separately stamped) shall not apply in relation to any bearer instrument issued on or after 9th December 1987 which represents shares in the UK company or the foreign company, or a right to an allotment of or to subscribe for such shares.
(8)This section shall be construed as one with the Stamp Act 1891.
(9)Subsections (2) and (3) above, together with subsection (1) above so far as relating to them, shall be deemed to have come into force on 1st November 1987, and subsections (4), (5) and (7) above, together with subsection (1) above so far as relating to them, shall be deemed to have come into force on 9th December 1987.
Modifications etc. (not altering text)
C1S. 143 modified (26.7.1990) by Finance Act 1990 (c. 29) s. 112