STSM077030 - Companies and shareholders: company takeovers: Stamp Duty on block transfer

Once a takeover offer is declared unconditional, all the acceptances received up to that date are usually included in one ‘block transfer’- a single stock transfer form with an accompanying schedule setting out the total number of shares in the target company to be transferred to the offeror, together with the consideration payable for each. Stamp Duty will be chargeable on the amount or value of the consideration for each transfer, and should be set out in the schedule accompanying the stock transfer form.

STSM021190 provides more information on block transfers, including where the block transfer contains transfers on sale involving individual shareholders where the consideration does not exceeed £1,000 and so may benefit from a £1,000 certificate of value and not attract a Stamp Duty charge. Separate block transfers must be prepared in respect of chargeable and non chargeable transfers.

STSM077040 - STSM077060 give details of how Stamp Duty is calculated on different types of consideration given for transfers of securities under a takeover.

Further block transfers will often be executed, for example covering acceptances received during a specified period after the offer is declared unconditional, and/or to cover compulsory acquisitions from minority shareholders under section 979 Companies Act 2006.